Common use of Efforts Clause in Contracts

Efforts. (a) From and after the date hereof, Buyer and each Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Act.

Efforts. (a) From Subject to the terms and after the date hereofconditions herein provided, Buyer each of Purchasers and each Seller Sellers shall use reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any this Agreement and applicable Law Laws to consummate and make effective in as promptly as practicable after the most expeditious manner possible date hereof the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and filing of other documents and to obtain as promptly as practicable all formsconsents, registrations waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and notices required clearances necessary or advisable to be filed obtained from any Governmental Entity in order to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable (collectively, the “Governmental Approvals”) and (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the execution foregoing, each Party agrees to (A) within ten (10) Business Days of the date of this Agreement, make all necessary filings and delivery submissions under the HSR Act, (B) make all other required filings pursuant to other antitrust or competition Laws with respect to the transactions contemplated hereby as promptly as practicable, and (C) not extend any waiting period under the HSR Act or any other antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any additional instruments necessary other Governmental Entity not to consummate the Transaction and the other transactions contemplated by this Agreement Agreement, except with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act or any other antitrust or competition Law and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their its reasonable best efforts to take all other actions necessary necessary, proper or advisable to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under cause the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX expiration or termination of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required applicable waiting periods under the HSR Act and any other applicable Antitrust Lawantitrust Law as soon as possible. Additionally, Buyer and each Seller shall use their respective reasonable best efforts The Parties agree to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior request early termination with respect to the Closing. To waiting period prescribed by the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection HSR Act together with the filing by the parties hereto of the premerger notification initial filings and report forms relating to the Transaction or the other transactions contemplated by this Agreement submissions under the HSR Act and the filing of any notice under the Competition Act.

Efforts. (ai) From Each of Capital One, Synovus, Parent and after the date hereof, Buyer and each Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to takeconsummate the transactions contemplated hereby and, or cause to be takenin the case of Parent, all actionsSeller and their respective Affiliates, by the Merger Agreement, and to do, or cause the conditions set forth in Article VI to be donesatisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all things necessary, proper registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Law to consummate Laws, and promptly make effective any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the most expeditious manner possible case of the Transaction and Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (iD) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the preparation and filing ability of all forms, registrations and notices required to be filed the parties to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (iiE) the execution and delivery of seek to resolve any additional instruments necessary to consummate the Transaction and the other transactions contemplated objection or assertion by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of Governmental Authority challenging this Agreement or the consummation of the Transaction or the other transactions contemplated by hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the Parties hereto shall use reasonable best efforts relevant Governmental Authority to effect which such transfers. Each registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the Parties hereto hereby agrees that (i) applicable communication with the Parties will bear the costs relevant Governmental Authority, if such communication was oral, or a copy of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules such communication if it was written, and (iiy) HD Supply Synovus consults with Capital One and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActParent before such withdrawal.

Efforts. (ai) From Each of Purchaser, Parent and Seller shall (and Purchaser, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Purchaser shall (and shall cause its Affiliates to) and Parent and the Seller shall (and shall cause each of their respective Affiliates to) use its reasonable best efforts to (A) as promptly as practicable obtain all Purchaser Required Approvals and Seller Required Approvals, (B) as promptly as practicable, and in any event within thirty (30) Business Days after the date hereof, Buyer make and each Seller shall use reasonable best efforts to takenot withdraw (without the Seller’s consent, or cause to be taken, all actionsin the case of Purchaser, and to dowithout Purchaser’s consent, in the case of Seller or cause to be done, Parent) all things necessary, proper registrations and filings with any Governmental Authority or other persons necessary or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or consummation of the other transactions contemplated by this Agreement. Within ten (10) Business Days following hereby, including the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable, (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, in each case until the Parties hereto shall use reasonable best efforts issuance of a final, non-appealable order with respect to effect each such transfers. Each lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the Parties hereto hereby agrees that (i) parties to consummate the Parties will bear transactions contemplated hereby, in each case until the costs issuance of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules a final, non-appealable order with respect thereto and (iiE) HD Supply and Buyer shall each pay when due and be responsible for one half of seek to resolve any and all filing fees in connection with the filing objection or assertion by the parties hereto of the premerger notification and report forms relating to the Transaction any Governmental Authority challenging this Agreement or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Acthereby.

Efforts. (a) From and after the date hereof, Buyer and Seller will each Seller shall use their respective commercially reasonable best efforts (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper or advisable under any applicable Applicable Law or otherwise to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (iii) to successfully complete the preparation China Closing and filing of all forms, registrations obtain from any Governmental Authorities any material Permits and notices Licenses or approvals required to be filed obtained by Buyer or Seller or any of their Subsidiaries in connection with the transfer of the Equity Interests to consummate the Transaction Buyer and the consummation of the other transactions contemplated hereby, (iii) to thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under (A) any antitrust or competition laws applicable to the transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) within 10 Business Days following from the date hereof, Sellers (B) any Applicable Law with respect to the assignment or licensing of Intellectual Property, promptly after the License Agreement and Buyer will make the initial filings or submissions as Intellectual Property Assignments are required under the HSR Act duly executed, and (C) any other applicable Antitrust Applicable Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of Buyer and Seller (or their respective Affiliates) shall consult in advance, and consider in good faith the Parties hereto hereby agrees views of the other in connection with any proposed written or material oral communication with any Governmental Authority regarding antitrust matters, and shall share with each other copies of all written communications, subject to such confidentiality restrictions as may be reasonably requested. Neither Buyer nor Seller, nor any of their respective Affiliates, shall participate in any meeting with any Governmental Authority on antitrust matters unless it first consults with the other in advance, and to the extent permitted by such Governmental Authority, gives the other the opportunity to be present thereat. Each of Buyer and Seller shall be responsible for legal fees incurred and filing fees required to be paid by it or their respective Affiliates in connection with any antitrust filing, and such fees shall not be split with or reimbursed by the other. Nothing contained in this Section 7.03 shall be construed as requiring Buyer or Seller to agree to any terms or conditions that would impose (i) the Parties will bear the costs any limitations on Buyer’s or Seller’s ownership or operation of obtaining all or any Approval set forth on Section 7.2(d) portion of the their respective, or any of their respective Subsidiaries’, businesses or assets, or to compel Buyer or Seller Disclosure Schedules to dispose of or Section 7.2(e) hold separate all or any portion of the Seller Disclosure Schedules as set forth on Section 5.1(a) their respective, or any of the Seller Disclosure Schedules and their respective Subsidiaries’, businesses or assets, (ii) HD Supply and any limitations on the ability of Buyer shall each pay when due and be responsible for one half to acquire or hold or to exercise full rights of ownership of the Equity Interests, (iii) any obligations on Buyer or any of its Subsidiaries or Seller or any of its Subsidiaries to maintain facilities, operations, places of business, employment levels, products or businesses or (iv) any other obligation, restriction, limitation, qualification or other conditions on its ownership or operation of the Business, the Zhuhai Business or of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction their assets, businesses or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Actoperations.

Efforts. (a) From Subject to the terms and after the date hereofconditions of this Agreement, Buyer and each Seller shall Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable under any this Agreement and applicable Law Laws to consummate and make effective in the most expeditious manner possible the Transaction Combination and the other transactions contemplated by this Agreementthe Transaction Documents as soon as practicable after the date hereof, including (i) the preparation preparing and filing as promptly as practicable all documentation to effect all necessary applications, notifications, notices, petitions and filings and to obtain as promptly as practicable all Consents set forth in Section 5.4 of all formsthe Spinco Disclosure Schedule, registrations Section 6.5 of the Spinco Disclosure Schedule and notices Section 7.5 of the Utah Disclosure Schedule that are required to be filed obtained or made at or prior to the Effective Time and all other material consents, waivers, licenses, orders, registrations, approvals, permits, rulings, expirations or terminations of waiting periods, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Combination or any of the other transactions contemplated by the Transaction Documents (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege; provided that, with respect to Approvals from third parties (other than Governmental Authorities) required under existing Contracts, such efforts shall not include any requirement or obligation of any Party to make any payment to any such third party or assume any Liability not otherwise required to be paid or assumed by the applicable Party pursuant to the terms of an existing Contract or offer or grant any financial accommodation or other benefit to such third party not otherwise required to be made by the applicable Party pursuant to the terms of an existing Contract. Notwithstanding anything to the contrary in this Section 8.7, materials provided to the other Party or its outside legal counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the foregoing, each Party agrees to promptly make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Combination and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction Documents as promptly as practicable, and in any event within twenty (20) Business Days after the date hereof (unless the Parties shall mutually agree that postponing such filings to a later date is advantageous for purposes of satisfying the conditions to the Combination, in which case the Parties shall identify a reasonable later date and the Parties shall file on such later date), (B) appropriate filings, if any are required, with foreign regulatory authorities in accordance with other applicable Competition Laws, with respect to the Combination and the other transactions contemplated by this Agreement the Transaction Documents as promptly as practicable and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take (C) all actions other necessary to obtain (and shall cooperate or appropriate filings with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject Governmental Authorities with respect to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act Combination and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this AgreementDocuments as promptly as practicable, the Parties hereto shall and, in each case, to use reasonable best efforts to effect supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such transfers. Each applicable Laws or by such Governmental Authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting period under the HSR Act, and the receipt of the Parties hereto hereby agrees that (i) Approvals under such other applicable Laws or from such Governmental Authorities as soon as practicable. In connection with and without limiting the Parties will bear foregoing, each Utah Party, on the costs of obtaining any Approval set forth one hand, and Pluto and Spinco, on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees other hand, shall, in connection with the efforts referenced in this Section 8.7 to obtain all Approvals, use its reasonable best efforts to (x) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (y) to the parties hereto extent permitted by Law, promptly inform the other Party of any communication received by such party from, or given by such party to, the Antitrust Division of the premerger notification Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Authority and report forms relating to of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Transaction Combination or the any other transactions contemplated by the Transaction Documents (and in each case, if any such communication is in writing, share a copy with the other Party) and (z) to the extent permitted by Law, permit the other Party to review in advance any communication to be given by it to, and consult in good faith with each other in advance of any meeting or telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything in this Agreement to the contrary, but without limiting each Party’s obligations under this Section 8.7, Utah shall, on behalf of the HSR Act Parties, control and lead all communications and strategy for dealing with the filing DOJ, the FTC or such other applicable Governmental Authority with respect to any antitrust, merger control, competition, national security or trade regulation Law that may be asserted by any Governmental Authority with respect to the Combination or any of the transactions contemplated by the Transaction Documents, and Utah shall, on behalf of the Parties, control and lead the defense strategy for dealing with all Actions challenging the Combination or any notice under of the Competition Acttransactions contemplated by the Transaction Documents that are brought by DOJ, the FTC or such other applicable Governmental Authority with respect to any antitrust, merger control, competition, national security or trade regulation Law.

Efforts. (a) From Subject to the terms and after the date hereofconditions of this Agreement, Buyer and each Seller shall party will use its reasonable best efforts and act in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any this Agreement and applicable Law to consummate laws and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed regulations to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all necessary applications, notices, petitions, filings and other documents and (ii) the execution to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and delivery of clearances necessary or advisable to be obtained from any additional instruments necessary third party and/or any Governmental Entity in order to consummate the Transaction and the other transactions contemplated by this Agreement and the Ancillary Agreements (collectively, the “Required Approvals”); provided that Company will not be required by this Section 7.16 to fully carry out take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires, before or after the purposes Effective Time, the divestiture of this Agreementany of its assets or any of the assets of its Subsidiaries or (B) limits, before or after the Effective Time, its freedom of action with respect to, or its ability to retain any of its assets or businesses or any of the assets or businesses of its Subsidiaries. Without limiting In furtherance and not in limitation of the foregoing, Buyer each party hereto agrees to make an appropriate filing of a Notification and each Seller shall use their reasonable best efforts Report Form pursuant to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and with respect to the transactions contemplated hereby (which filing shall in any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement event be made at least thirty (including those set forth in Section 7.130) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained days prior to the Closing. To proposed Closed Date agreed upon by the extent parties), and to supply as promptly as practicable any additional information and documentary material that transfers of any Permits are required as a result of the execution of this Agreement may be requested pursuant to such laws or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall such authorities and to use reasonable best efforts to effect such transfers. Each cause the expiration or termination of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement applicable waiting periods under the HSR Act and the filing receipt of any notice Required Approvals under the Competition Actsuch other laws or from such authorities as soon as practicable.

Efforts. (a) From Subject to the terms and after conditions herein provided and without limiting the date hereofobligations of any Party to the extent a higher standard of efforts is expressly provided for in this Agreement with respect to any specific action or matter, Buyer and each Seller shall of the Parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be donedone as promptly as practicable, all things necessary, proper or and advisable under any applicable Law Laws to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon promptly as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoingAncillary Agreements, Buyer including cooperating with one another and each Seller shall use their using all commercially reasonable best efforts to take prepare all actions necessary documentation to effect all necessary filings and to obtain all consents, waivers and approvals necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under consummate the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing Ancillary Agreements (including the Merger and the Restructuring contemplated by the Merger Agreement), including the consents and approvals referred to in Section 4.2, Section 5.3 and Section 6.2 (or the Disclosure Schedules thereto); provided, however, that (a) no Party shall be obligated to pay any consideration to any third party from whom any such consent, waiver or approval is requested and (b) the prior written consent of Parent shall be required with respect to any notice under amendment or modification to, or termination of, any Assumed Contract in connection with obtaining any such consent, waiver or approval that is adverse in any material respect to the Competition ActPurchaser Parties, the Company or any of their respective Subsidiaries. At the Asset Closing, the Seller Parties or their respective Subsidiaries (as appropriate) will, and from time to time after the Asset Closing, the Company or its Subsidiaries will, execute and deliver such further instruments of conveyance, transfer and assignment and take such other action, at Purchaser’s sole expense, as Purchaser may reasonably require to more effectively convey and transfer to Purchaser any of the Purchased Assets, and Purchaser will execute and deliver such further instruments and take such other action, at the Company’s sole expense, as the Company or its Subsidiaries may reasonably require to have Purchaser more effectively assume the Assumed Liabilities.

Efforts. (a) From Subject to the terms and after the date hereofconditions of this Agreement, Buyer and each Seller shall party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate laws and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed regulations to consummate the Transaction Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) the execution any amendments, modifications or affirmations of exemptive orders and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), preno-merger notifications under Part IX action positions of the Competition Act SEC as are necessary, proper or advisable under applicable laws and furnishing all information required regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased the same manner as operated on the date hereof (including in respect of arrangements between the Company or any Subsidiary of any Purchased Company in connection with the Transaction its Subsidiaries and Parent or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Actits Affiliates).

Efforts. (a) From and after the date hereof, Buyer Purchaser, Seller and each Seller their respective Affiliates shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer Purchaser, Seller and each Seller their respective Affiliates shall use their reasonable best efforts to take take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by BuyerPurchaser, any Seller, any Purchased Company the other Seller Entities or any Subsidiary of any Purchased Company the Target Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer each of Purchaser and each Seller (and their respective Affiliates) shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Act.

Efforts. (a) From Subject to the terms and after the date hereofconditions of this Agreement, Buyer and each Seller Party shall use its commercially reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Law to consummate Laws and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed regulations to consummate the Transaction and the other transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as soon promptly as practicable and (ii) the execution and delivery with all requirements of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject Governmental Authorities applicable to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten Each Seller that owns any Company Interests of a Target Company agrees (10i) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act to be present at each and any other applicable Antitrust Law. Additionally, Buyer meeting of such Target Company’s members and each Seller shall use their respective reasonable best efforts vote (or consent to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair by written consent or materially delay the obtaining of, or result resolution) (X) in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result favor of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use Ancillary Documents, any amendments to the Target Company’s Organizational Documents, and any other reasonable best efforts actions required in furtherance thereof (the “Transactions”); and (Y) against any Acquisition Proposal and any and all other proposals that could reasonably be expected to effect such transfers. Each delay or impair the ability of any Target Company to consummate the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and Transactions; (ii) HD Supply subject to the terms of this Agreement, to execute and Buyer deliver all related documentation and take such other action in support of the Transactions as shall each pay when due be reasonably requested by Purchaser in order to carry out the terms and be responsible for one half provisions of this Agreement and any and all filing fees Ancillary Document; (iii) to not (X) deposit any equity interests owned by such Seller in a voting trust or subject any equity interests to any arrangement or agreement with respect to the voting of such equity interests, unless specifically requested to do so by the Purchaser in connection with the filing Transactions, or (Y) make, or in any manner participate in, directly or indirectly, a solicitation of proxies or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote; (iv) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Transactions; (v) except as otherwise provided herein, not to transfer, offer for sale, sell, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of any equity interests in any Target Company; and (v) not to take any other action that would have the effect of preventing, impeding, interfering with or adversely affecting any Seller’s ability to perform its obligations under this Agreement or any Ancillary Document as of the Closing Date. Notwithstanding anything herein to the contrary, each Seller may Transfer all or any portion of its Company Interests to any Founder, any of such Founder's Immediate Family Members or any entity controlled by such Founder or such Founder's Immediate Family Members or a trust for the benefit of such Founder or his Immediate Family Members or any combination of the foregoing so long such recipient executes and delivers a joinder to this Agreement in a form reasonably satisfactory to the Purchaser agreeing to be bound by the parties hereto terms and conditions of the premerger notification and report forms relating this Agreement as a Seller with respect to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActCompany Interests Transferred.

Efforts. (a) From and after the date hereof, Buyer and each Seller shall Each Party will use commercially reasonable best efforts to take, or to cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law Laws and regulations to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (ia) the preparation and cooperation in determining whether any action by or in respect of, or filing of all formswith, registrations and notices any governmental body, agency or other official authority is required, or any actions, consents, approvals or waivers are required to be filed obtained from parties to consummate any material contracts, in connection with the Transaction and consummation of the other transactions contemplated by this Agreement as soon as practicable hereby; (b) cooperation in seeking and obtaining any such actions, consents, approvals, or waivers; and (iic) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated hereby, and (d) the transmittal by this Agreement Seller promptly after the Execution Date of all required notices necessary to seek waivers of preferential purchase rights and consents necessary for the transfer of the Properties to fully carry out Buyer and/or a Permitted Assignee, followed by commercially reasonable efforts until Closing to obtain such waivers and consents. Seller shall submit the purposes form of this Agreementall such notices to Buyer for prior approval, which shall not be unreasonably withheld, conditioned, or delayed, and Buyer shall promptly respond with any proposed revisions or additions thereto. Without limiting the foregoingPromptly after Closing, Buyer shall: (i) record the Assignment and each all state and federal assignments executed at the Closing in all applicable real property records and/or, if applicable, the records of all state and federal governmental authorities and Buyer shall provide to Seller shall use their reasonable best efforts to take copies of such recorded documents; (ii) actively pursue the approval of all actions necessary to obtain Customary Post-Closing Consents from the applicable governmental authorities; (iii) actively pursue all other consents and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information approvals that may be required in connection with the assignment of the Properties to Buyer and the assumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in obtaining such Approvalsother consents and approvals, at Buyer’s sole cost and expense; and (iv) deliver all notices that may be required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or assignment of the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Properties to Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result assumption of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated rights, interests, obligations and liabilities assumed by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Acthereunder.

Efforts. (a) From and after Each of the date hereof, Buyer and each Seller Parties shall use commercially reasonable best efforts to take, or cause to be taken, take all actions, actions and to do, or cause to be done, do all things necessary, proper or advisable under any applicable Law to satisfy the conditions to Closing set forth herein and to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of to obtain all formswaivers, registrations permits, consents, approvals or other authorizations from Governmental Entities, to effect all registrations, filings and notices required with or to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement Governmental Entities and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer otherwise comply with all applicable laws and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company regulations in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, and Seller shall use commercially reasonable efforts to obtain the third party consents listed on Section 2.3 of the Disclosure Schedule as may be reasonably requested by Buyer. Buyer shall bear any out-of-pocket costs associated with obtaining such waivers, permits, consents, approvals or other authorizations. Without limiting the generality of the foregoing, (a) each of the Parties hereto shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its commercially reasonable best efforts to effect such transfers. Each obtain an early termination of the Parties hereto hereby agrees applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable, and (b) with respect to the real property sublease identified on Section 2.9 of the Disclosure Schedule (the “Tysons Corner Lease”), Buyer shall use commercially reasonable efforts (i) cooperate with Seller in its efforts to obtain a landlord or sublandlord consent to the Parties will bear assignment or sublease of such sublease to Buyer (to the costs of obtaining extent any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules such consent is deemed necessary or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules appropriate by Seller), and (ii) HD Supply take such steps as are necessary and appropriate to become a substitute guarantor under the terms of the Tysons Corner Lease; provided, that, with respect to clause (ii), in the event the sublandlord does not accept Buyer as a substitute guarantor under the terms of the Tysons Corner Lease, Buyer shall each pay when provide Seller, at Seller’s sole discretion, either (A) a letter of credit for an amount equal to two times the aggregate amount of Monthly Base Rent and Additional Rent (as defined in the Tysons Corner Lease) due and be responsible for one half of any and all filing fees in connection with pursuant to the filing by Tysons Corner Lease during the parties hereto period from the Closing to the termination date of the premerger notification and report forms relating Tysons Corner Lease or (B) a back-up guaranty with respect to the Transaction obligations guaranteed by Seller pursuant to the Tysons Corner Lease, which letter of credit or back-up guaranty, as the other transactions contemplated case may be, may be drawn upon or enforced by this Agreement under Seller in the HSR Act and the filing event that such sublandlord exercises its rights with respect to Seller’s guaranty. Any letter of any notice under the Competition Act.credit or back-up guaranty delivered pursuant to this

Efforts. (a) From Parent and after the date hereof, Buyer and each Seller Company shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as reasonably practicable. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the most expeditious manner possible the Transaction Merger and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable ; and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain each Consent (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvalsif any) required to be obtained (pursuant to any applicable Legal Requirement or made Contract, or otherwise) by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company such party in connection with the Transaction Merger or any of the other transactions contemplated by this Agreement. Within ten For purposes of this Section 5.1(b), “reasonable best efforts” shall include (10i) Business Days following solely to the date hereof, Sellers and Buyer will make the initial filings or submissions as are required extent necessary to obtain any Governmental Authorization under the HSR Act and or any applicable antitrust or competition laws or regulations in connection with the Merger, (A) executing settlements, undertakings, consent decrees, stipulations or other applicable Antitrust Law. Additionallyagreements, Buyer (B) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, the Company and each Seller shall use of their affiliates, (C) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses contemporaneously with or subsequent to the Closing, (D) permitting Parent, the Surviving Corporation, and/or the Company to sell, divest or otherwise convey any particular assets or categories of assets or properties of Parent, the Surviving Corporation or the Company or their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained subsidiaries prior to the Closing. To , and (E) otherwise taking or committing to take actions that after the extent Closing Date would limit the freedom of action of Parent or the Surviving Corporation (including after the Closing) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets; and (ii) defending through litigation on the merits any claim asserted in court by any Person, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing; provided that transfers of any Permits are such action required as a result of the execution of by this Agreement or Section 5.1(b) is conditioned on the consummation of the Transaction Merger. The Company shall not, and shall cause each other Acquired Company to not, without the written consent of Parent, publicly or the before any Governmental Body or other transactions contemplated third party, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale, divestiture, disposition, prohibition or limitation or other action of a type described in this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Act5.1(b).

Efforts. (a) From and after the date hereof, Buyer Purchaser and each Seller shall (and Seller shall cause the other Seller Entities to) use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner reasonably possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable (and with respect to notifications required under the HSR Act, within ten (10) Business Days of the date of this Agreement) and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. The HSR Act filing fee shall be borne by Purchaser. Without limiting the foregoing, Buyer Purchaser and each Seller shall (and Seller shall cause the other Seller Entities to) use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by BuyerPurchaser, any Seller, any the other Seller Entities or the Purchased Company or any Subsidiary of any Purchased Company Companies in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer each of Purchaser and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.18.1) and shall not take take, and shall not permit any of its respective Affiliates to take, any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing; provided, that Purchaser shall be permitted to take the actions set forth on Section 5.1(a) of the Purchaser Disclosure Schedule. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect promptly secure the issuance, reissuance or transfer of such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActPermits.

Efforts. (a) From Subject to the terms and after conditions of this Agreement, each Party will use all commercially reasonable efforts to cause the date hereofClosing to occur. Notwithstanding the foregoing, Buyer and each Seller shall use its reasonable best efforts to takeobtain the Requisite Financing, including by using reasonable best efforts to (i) negotiate and enter into definitive agreements for the Requisite Financing (collectively, the “Debt Requisite Financing Agreement”), (ii) satisfy on a timely basis all conditions applicable to Buyer set forth in any Debt Requisite Financing Agreement that are within its control if all other conditions to Buyer’s obligation to close have been satisfied or cause waived (other than those that by their nature are to be takensatisfied at the Closing) and (iii) upon satisfaction of such conditions, consummate the Requisite Financing. In the event all actionsor any portion of the Requisite Financing becomes unavailable to Buyer for any reason, Buyer shall use its reasonable best efforts to arrange and obtain alternative financing from the same or not less than 2 alternative sources reasonably satisfactory to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate Buyer (the “Alternative Financing”) in an amount sufficient and make effective on terms and conditions not materially less favorable (taken as a whole) than those described in the most expeditious manner possible term sheet for the Transaction and Requisite Financing to enable Buyer to fund the payment of the Aggregate Closing Consideration. In the event that notwithstanding Buyer complying with the two preceding sentences, Requisite Financing or Alternative Financing is not obtained in order to close the Transactions prior to any termination of this Agreement (other transactions contemplated than as a result of any action or inaction by this AgreementBuyer which would constitute a breach of the two prior sentences resulting in such lack of obtaining Requisite Financing or Alternative Financing), including Buyer shall have no liability to Sellers or Sellers’ Representatives other than (i) the preparation and filing of all formsExpense Reimbursement, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution any breach of this Agreement any warranty or the consummation inaccuracy of the Transaction or the other transactions contemplated by any representation of Buyer contained in this Agreement, (iii) as a result of any breach by Buyer of, or failure by Buyer to perform any of its other covenants or obligations contained in this Agreement, (iv) as a result of fraud or (v) as a result of willful misconduct in each such instance subject to the Parties hereto terms and limitations of Section 10.2. Buyer shall use reasonable best inform the Sellers’ Representatives regarding all material activity concerning the Requisite Financing or Alternative Financing, including any material adverse changes with respect to the Requisite Financing or Alternative Financing, and shall provide the Sellers’ Representatives with copies of all commitment letters, proposals and documents in respect thereof received from potential and actual financing sources. The Company shall reasonably cooperate with Buyer in respect of Buyer’s efforts in seeking to effect such transfersobtain the Requisite Financing or Alternative Financing. Each Sellers, severally and not jointly, agree that they will negotiate in good faith with the providers of the Parties hereto hereby agrees Requisite Financing or Alternative Financing with respect to customary and reasonable changes such providers may request to the subordination provisions in the Buyer Notes, or entering into a separate subordination agreement generally consistent with such subordination provisions; provided, however, that (i) no Seller shall be required to agree to any changes to the Parties will bear subordination provisions, or any separate subordination agreement, in the costs of obtaining event that any Approval set forth on Section 7.2(d) such changes or new agreement, in either case, are materially adverse to such Seller from what is in the Buyer Notes, absent the consent of the Seller Disclosure Schedules Sellers’ Representatives; provided that with respect to any customary and reasonable changes, such consent shall not be unreasonably conditioned, withheld or Section 7.2(e) delayed. For the avoidance of doubt, in no event shall the Sellers be required to alter the economic terms of the Seller Disclosure Schedules as set forth on Buyer Notes, including principal amount, cash interest , conversion rights, maturity, redemption (and related rights), tax payments, manner and timing of payments (subject to Section 5.1(a) 4 of the Seller Disclosure Schedules Buyer Notes) and Consolidated Leverage Ratio (ii) HD Supply and as defined in the Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActNotes).

Efforts. (a) From and after Each of the date hereof, Buyer and each Seller shall parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in as promptly as practicable the most expeditious manner possible the Transaction transactions contemplated hereby and to cooperate with the other transactions contemplated by this Agreementin connection with the foregoing, including using its commercially reasonable efforts (i) to obtain all necessary waivers, consents and approvals from other parties to the preparation Contracts listed in Exhibit 7.2(c)(i) or such other parties as Purchaser may reasonably request (it being understood and filing of all forms, registrations and notices agreed that Sellers shall not be required to be filed make any payment or furnish any other consideration to consummate obtain any such consent) and to send notices to customers and data source providers in the Transaction and the other transactions contemplated by this Agreement as soon as practicable and manner required in any Acquired Customer Contract or Acquired Data Sourcing Contract, (ii) the execution subject to Sections 5.2(b) and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing5.2(c), Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (all consents, approvals and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) authorizations that are required to be obtained under any federal, state, local or made by Buyer, any Seller, any Purchased Company foreign law or any Subsidiary of any Purchased Company in connection regulation (it being understood and agreed that except with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereofrespect to registration and filing fees, Sellers and Buyer will Purchaser shall not be required to make the initial filings any payment or submissions as are required under the HSR Act and furnish any other applicable Antitrust Law. Additionallyconsideration or make any accommodation to obtain any such consent, Buyer approval or authorization), (iii) subject to Section 5.2(c), to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and each Seller shall use their respective reasonable best efforts filings, if any and (v) to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) Agreement. Sellers and shall not take Purchaser further covenant and agree, with respect to any action after the date of this Agreement threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would reasonably be expected to impair or materially delay adversely affect the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers ability of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of to consummate the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under hereby, to use their respective commercially reasonable efforts to prevent the HSR Act and entry, enactment or promulgation thereof, as the filing of any notice under the Competition Actcase may be.

Efforts. (a) From Subject to the terms and after the date hereofconditions of this Agreement, Buyer and each Seller shall party will use its reasonable best efforts to (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate Applicable Laws and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed regulations to consummate the Transaction Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under Applicable Law and, in the case of the Company and its Subsidiaries, any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under Applicable Law to allow the Surviving Company and its Subsidiaries to operate their businesses following the Merger in substantially the same manner as the Company and its Subsidiaries operate on the date hereof), and (ii) the execution obtain all approvals, consents, registrations, permits, authorizations and delivery of other confirmations from any additional instruments necessary Governmental Authority necessary, proper or advisable to consummate the Transaction Merger and the other transactions contemplated by this Agreement and to fully carry out conduct the purposes business of this Agreementthe Surviving Company and its Subsidiaries after the Closing Date in the same manner as conducted by the Company and its Subsidiaries as of the date hereof (including each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule) as soon as practicable after the date hereof. Without limiting In furtherance and not in limitation of the foregoingforegoing (x), Buyer each party hereto agrees to make an appropriate filing of a Notification and each Seller shall use their reasonable best efforts Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under cause the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX expiration or termination of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required applicable waiting periods under the HSR Act as soon as practicable and (y) if any other state takeover statute or similar law becomes applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction Merger or the other transactions contemplated by this Agreement, take all action necessary to ensure that the Parties hereto shall Merger and such other transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and use reasonable best efforts to otherwise minimize the effect of such transfers. Each of law on the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules Merger and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the such other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Acttransactions.

Efforts. (a) From and after Notwithstanding anything to the date hereof, Buyer and each Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective contrary set forth in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including it is the intention of the Parties that any actions taken with respect to the Product shall be exercised by Buyer and its Affiliates in accordance with their own business judgment and in their sole and absolute discretion. Accordingly, the following shall apply (and Seller hereby acknowledges, understands and agrees as follows): (i) Buyer and its Affiliates shall have complete control and sole discretion with respect to the preparation Product and filing of all forms, registrations such control and notices required to be filed to consummate the Transaction discretion over sales by Buyer and the other transactions contemplated by this Agreement as soon as practicable and its Affiliates could result in Seller receiving no Contingent Payments whatsoever; (ii) neither Buyer nor any of its Affiliates has any duty to achieve the execution Milestone Event, to exert any level of efforts in achieving the Milestone Event or to generate the Contingent Payment; (iii) whether or not Buyer or any of its Affiliates achieve the Milestone Event, neither Buyer nor any of its Affiliates is prohibited from pursuing or exploiting any other products that may compete with the Product; (iv) personnel of Buyer and delivery its Affiliates are only required to take actions in connection with the Product that such personnel believe to be in the best interests of Buyer and its Affiliates and that they are not required to take into account the interests of Seller at all; and (v) Seller shall not challenge in any subsequent Action any decision regarding the Product made by any director, officer, employee or agent of Buyer or any of its Affiliates in what such individual subjectively believes to be the best interests of Buyer (or such Affiliate), unless such action or decision constitutes a breach by Buyer of any additional instruments necessary of its express obligations to consummate the Transaction and the other transactions contemplated by make payments under this Agreement and to fully carry out the purposes of this AgreementSection 2.05. Without limiting Notwithstanding the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act will not, and each of Buyer its Affiliates and each Seller filingMilestone Party will not, as soon as intentionally take any commercially unreasonable action, or intentionally omit to take any commercially reasonable action, the primary purpose of which is practicable (and subject to avoid or frustrate the immediately succeeding sentence), pre-merger notifications under Part IX occurrence of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained Milestone Event or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result payment of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActContingent Payment.

Efforts. (ad) From and after the date hereof, Buyer Purchaser and each Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and, with respect to Regulatory Approval under the Antitrust Laws of Mexico, in any event on or before August 12, 2013 and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer Purchaser and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate cooperating with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by BuyerPurchaser, any Sellerthe other Purchaser Entities, any Purchased Company Seller or any Subsidiary of any Purchased Company the other Seller Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer each of Purchaser and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval Seller shall use reasonable best efforts to obtain all Approvals required to be set forth on Section 7.2(d3.3(a) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActSchedules.

Efforts. (a) From and after the date hereof, Buyer and each Seller shall use commercially reasonable best efforts (without the obligation to take, or cause incur any undue expense) to be taken, assume and perform all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in of the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate obligations under the Competition Act Transferred Rights, Obligations and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the ClosingAgreements. To the extent that transfers the assignment or novation of any Permits are required as a result of the execution of this Agreement Transferred Rights, Obligations and Agreements, or the consummation assignment under (S)2.1 above, shall require the consent of any other party (or in the event that any of the Transaction or same shall be non-assignable), neither the other transactions agreements contemplated by this AgreementAgreement nor any actions taken hereunder pursuant to the provisions of any such agreements shall constitute an assignment or novation or an agreement to assign or novate if such assignment or novation or attempted assignment or novation would constitute a breach thereof or result in the loss or diminution thereof; provided, the Parties hereto shall use reasonable best efforts to effect however, that in each such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply case, Xxxx and Buyer shall each pay when due use commercially reasonable efforts (without the obligation to incur any undue expense) to obtain the consent of such other party to an assignment or novation to Buyer. Notwithstanding the foregoing, it shall be a condition to closing that any consents required for the assignment of the Transferred Rights, Obligations and Agreements designated by Buyer shall have been obtained on terms and conditions satisfactory to Buyer, in its reasonable discretion. If such consent is not obtained, Xxxx shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Transferred Rights, Obligations and Agreements, including appointing Buyer to act as its agent to perform all of Dana's obligations under such Transferred Rights, Obligations and Agreements and to collect and promptly remit to Buyer all compensation payable pursuant to those Transferred Rights, Obligations and Agreements and to enforce, for the account and benefit of Buyer, any and all rights of Xxxx against any other person arising out of the breach or cancellation of such Transferred Rights, Obligations and Agreements by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided that, to the extent that Buyer requires Xxxx to undertake any services or take any actions in furtherance of the performance of such Transferred Rights, Obligations and Agreements, any such services or actions shall be the subject of a separate agreement that the parties shall, in good faith, negotiate as promptly as possible and which shall be mutually acceptable to the parties. Each party shall be responsible for one half all of any its costs and all filing fees expenses incurred by it in connection with the filing by the parties hereto actions required of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by it under this Agreement under the HSR Act and the filing of any notice under the Competition Act(S)2.15.

Efforts. (a) From and after the date hereofof this Agreement, Buyer Parent, Purchaser and each Seller shall use their respective reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all reasonable things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement, (ii) using reasonable best efforts to obtain (and cooperating with each other in obtaining) any Approval of any third party, including any Governmental Entity (which actions shall include furnishing all information required in connection with Approvals under Antitrust Laws) required to be obtained or made by Parent, Purchaser or Seller in connection with the Transaction or the other transactions contemplated by this Agreement, (iii) taking all actions reasonably necessary to demonstrate to the FTC and the Commissioner of Competition that Purchaser is an acceptable purchaser of the Purchased Assets, (iv) obtaining FTC and the Commissioner of Competition approval of Purchaser as an acceptable purchaser of Purchased Assets and causing the FTC Order to become final without any adverse modifications and causing Canadian Consent Agreement to be executed as soon as practicable among Seller, Parent and the Commissioner of Competition, and (iiv) the execution and delivery of any reasonable additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting No party shall participate in any meeting or substantive communication with the FTC or the Commissioner of Competition in connection with this Agreement and the Transaction (excluding telephone calls or other communications initiated by the FTC or Commissioner of Competition which a party may answer without providing the other party an opportunity to participate) unless it consults with the other party in advance and, to the extent the FTC or Commissioner of Competition, as applicable, does not request otherwise, gives the other party the opportunity to attend and participate therein or thereat solely through outside legal counsel; provided, however, that (A) Purchaser shall have the right to pre-approve any individual attorney of Seller or Parent with respect to attending any meetings regarding Purchaser’s business plan or other confidential, proprietary or sensitive business information, and has pre-approved the attorneys set forth on Section 5.1 of the Seller Disclosure Schedules for the purposes set forth therein; (B) no such attorney shall be permitted, directly or indirectly, to document any information from such meeting or to disclose the details of such information or contents of such meeting to anyone, including to Parent or Seller; (C) notwithstanding the foregoing, Buyer such attorney may disclose information with respect to the meeting to the extent such information would evidence a breach of this Agreement or the Transaction Documents or be inconsistent with the terms of this Agreement or the Transaction Documents; and each (D) the law firm employing any such attorneys of Seller or Parent approved by Purchaser to attend any meetings in accordance with this sentence shall provide written assurances to Purchaser agreeing to the foregoing restrictions on disclosure placed on such attorney. Parent and Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under consummate the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust LawMerger. Additionally, Buyer each of Parent, Purchaser and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing). To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto parties to this Agreement shall use their respective reasonable best efforts to effect such transfers. Each From and after the date of this Agreement, Parent, Purchaser and Seller shall not take any actions, or omit to take any actions, that would reasonably be expected to cause or result in any of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval conditions set forth on Section 7.2(d) of in Article VII not to be satisfied in accordance with the Seller Disclosure Schedules or Section 7.2(e) of terms and subject to the Seller Disclosure Schedules as conditions set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Acttherein.

Efforts. (a) From In furtherance and after the date hereof, Buyer and each Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective not in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing limitation of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer if and each Seller shall use their reasonable best efforts to take all actions the extent advisable and necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX expiration or termination of the Competition Act and furnishing all information required in connection with such Approvals) required waiting period pursuant to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and approvals or consents of each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those Governmental Authority as set forth on Section 7.1(b) of the Company Disclosure Letter, as soon as reasonably practicable and in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained event prior to the Closing. To Termination Date, each of Parent and Merger Sub shall (and shall cause their respective controlled Affiliates to) (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (A) the extent that transfers sale, divestiture, license or other disposition of any Permits are required as a result and all of the execution capital stock, share capital or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (B) any other restrictions on the activities of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transaction Merger; provided, however, that, notwithstanding anything in the Agreement or this Section 6.2(b) to the contrary, nothing in this Agreement shall limit the obligation of Parent and Merger Sub to, and Parent and Merger Sub hereby agree that they shall, and shall cause each of their respective controlled Affiliates to, take any and all steps necessary to eliminate each and every impediment under any Antitrust Laws, Foreign Investment Laws or other Legal Restraints to consummate the Merger and the other transactions contemplated hereby prior to the Termination Date; provided however, that in no event shall Parent, Merger Sub or their respective Affiliates be required to (and the Company and its Subsidiaries and controlled Affiliates shall not, without Parent’s prior written consent) take any of the actions described in this Section 6.2(b) if they would have a material adverse impact on (x) the business or assets of Parent, Merger Sub and their respective controlled Affiliates (taken as a whole), on the one hand or (y) the business or assets of the Company and its Subsidiaries (taken as a whole), on the other hand; provided, further, that Parent and Merger Sub shall not be obligated to take or agree to take any action with respect to the Company or its Subsidiaries the effectiveness of which is not conditioned on the Closing occurring. In no event shall Parent, Merger Sub or their respective Affiliates be required to agree to obtain prior approval or other approval from a Governmental Authority, or submit a notification or otherwise notify a Governmental Authority, prior to consummating any future transaction (other than the transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Act).

Efforts. (a) From Subject to the terms and after conditions of this Agreement, BGC Partners, Holdco and the date hereofMerger Subs, Buyer on the one hand, and each Seller of BGC Holdings and the BGC Holdings GP, on the other hand, shall use cooperate with the other and use, and shall cause their respective Subsidiaries to use, its reasonable best efforts to (a) take, or cause to be taken, all actions, and to do, or cause to be done, all things things, necessary, proper or advisable under to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any applicable Law event no later than the Termination Date), and to consummate and make effective effective, in the most expeditious manner possible practicable, the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Regulatory Laws), (b) obtain promptly all formsapprovals, registrations consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and notices required to be filed other confirmations from any Governmental Entity or third party necessary, proper or advisable to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtainingc) defend any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of Proceedings challenging this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, none of BGC Partners, Holdco, the Parties hereto Merger Subs or their respective Subsidiaries shall use reasonable best efforts be required to, and none of BGC Holdings, the BGC Holdings GP and their respective Subsidiaries shall, without the prior written consent of BGC Partners, take any action, or commit to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining take any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules action, or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall agree to any condition or limitation, in each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions case contemplated by this Agreement under Section 5.4 that is not conditioned on the HSR Act consummation of the Mergers or that would result in, or would be reasonably likely to result in, individually or in the aggregate, a material adverse effect on BGC Holdings, BGC Partners and their respective Subsidiaries, taken as a whole, after giving effect to the filing of any notice under the Competition ActMerger.

Efforts. (a) From Subject to the terms and after the date hereofconditions of this Agreement and except as otherwise expressly provided in this Agreement, Buyer Purchaser, Parent and each Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this AgreementAgreement and the other Transaction Documents, including (i) the preparation and filing of all forms, registrations registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 8.1) and to consummate the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents and to fully carry out the purposes of this AgreementAgreement and the other Transaction Documents. Without limiting the foregoing, Buyer except as otherwise expressly provided in this Agreement, Purchaser, Parent and each Seller shall, and shall use cause their reasonable best efforts to respective Affiliates to, promptly take all actions reasonably necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by BuyerPurchaser, any Parent, Seller, any Purchased Company the other Seller Entities or any Subsidiary of any Purchased Company their respective Affiliates in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following Agreement and the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust LawTransaction Documents. Additionally, Buyer Purchaser, Parent and each Seller shall use not, and shall cause their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Act.

Efforts. (a) From and after the date hereof, Buyer Purchaser and each Seller shall, and shall cause their respective Affiliates to, use reasonable their respective best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in as promptly as reasonably practicable (but subject to the most expeditious manner possible proviso to the first sentence of Section 2.3) the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 8.1) and to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer Purchaser and each Seller shall, and shall cause their respective Affiliates to, use their reasonable respective best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by BuyerPurchaser, any Seller, any the other Seller Entities or the Purchased Company Entities (or Subsidiaries thereof) or any Subsidiary of any Purchased Company their Affiliates in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer Purchaser and each Seller shall use not, and shall cause their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To Without limiting the extent that transfers of foregoing, Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merger, consolidation, stock or asset purchase or otherwise, any Permits are required as a business or corporation, partnership or other business organization or division thereof, or merge or consolidate with any other Person, if such transaction would reasonably be expected to impair or materially delay the obtaining of, or result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreementin not obtaining, the Parties hereto shall use reasonable best efforts any Regulatory Approval necessary to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating obtained prior to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActClosing.

Efforts. (a) From and after Each of the date hereof, Buyer and each Seller shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in as promptly as practicable the most expeditious manner possible the Transaction transactions contemplated hereby and to cooperate with the other transactions contemplated by this Agreementparties in connection with the foregoing, including using its reasonable best efforts (i) to the preparation extent requested by the other party, to obtain all necessary waivers, consents and filing of approvals from other parties to Contracts, (ii) to obtain all formsconsents, registrations approvals and notices authorizations that are required to be filed obtained under any Applicable Law, including without limitation the expiration of the waiting period under the HSR Act, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable hereby, (iv) to effect all registrations and (ii) the execution and delivery of any additional instruments filings, if any, necessary to consummate the Transaction transactions contemplated hereby, and (v) to fulfill all conditions to this Agreement (including, without limitation, those conditions set forth in Sections 10.2 and 10.3 below). The Seller and the Purchaser further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement and hereby, to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent prevent the entry, enactment or promulgation thereof, as the case may be. 7.5 Antitrust Approval. Without limiting Section 7.4, the Purchaser and the Seller shall make their respective commercial best efforts to this Agreement avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Body with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible (including those set forth and in Section 7.1any event no later than July 31, 2002) including, without limitation, proposing, negotiating, committing to and shall not effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition or such assets or businesses of the Purchaser or any of its Subsidiaries or otherwise take or commit to take any actions that limits its freedom of action after with respect to, or its ability to retain, any of the date businesses, product lines or assets of this Agreement that would reasonably the Purchaser or its Subsidiaries as may be expected required in order to impair or materially delay the obtaining avoid entry of, or result in not obtainingto effect the dissolution of, any Regulatory Approval necessary to be obtained prior to injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Act.

Efforts. (a) From and after the date hereof, Buyer Parent and each Seller of the Stockholders shall use reasonable best efforts to take, or cause to be taken, cooperate in all actions, and to do, or cause to be done, respects in doing all things reasonably necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective effective, in the most expeditious manner possible practicable, the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this AgreementStock Purchase. Without limiting the foregoing, Buyer Parent, on the one hand, and each Seller the Stockholders, on the other hand, shall use their reasonable best efforts (a) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to take all actions necessary to obtain this Agreement and the transactions contemplated hereby as required by the HSR Act within fourteen (14) calendar days following the execution and shall cooperate with each other in obtainingdelivery of this Agreement, and (b) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), file comparable pre-merger notifications under Part IX of or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company other applicable Antitrust Laws in connection with the Transaction Stock Purchase. Each of Parent and the Stockholders shall (i) cooperate and coordinate with the other in the making of such filings; (ii) supply the other with any information that may be required in order to make such filings; (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other transactions contemplated by this Agreement. Within ten applicable jurisdiction in which any such filing is made under any other Antitrust Laws; and (10iv) Business Days following take all action reasonably necessary to cause the date hereof, Sellers and Buyer will make expiration or termination of the initial filings or submissions as are required applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Merger as soon as practicable, and to obtain any required consents under any other Antitrust Law. AdditionallyLaws applicable to the Stock Purchase as soon as reasonably practicable; provided, Buyer and each Seller however, notwithstanding anything in this Agreement to the contrary, in no event shall use Parent or Merger Sub (or any of their respective reasonable best efforts Affiliates) be required to fulfill all conditions precedent offer or agree to this Agreement (including those set forth sell or otherwise dispose of, or hold separate, agree to conduct, license or otherwise limit the use of any of the assets, categories of asset or businesses or other segments of the Company or Parent or either’s respective Subsidiaries or Affiliates or to agree to any other restriction or condition with respect thereto required or requested by a Governmental Authority, in Section 7.1) and shall not take any action after each case to the date of this Agreement extent that doing so would reasonably be expected to impair or materially delay and adversely affect the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result operation of the execution of this Agreement or the consummation business of the Transaction Company, Parent or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transferseither’s respective Subsidiaries or Affiliates. Each of Parent, on the Parties hereto hereby agrees that (i) one hand, and the Parties will bear Stockholders, on the costs other hand, shall promptly inform the other of obtaining any Approval set forth on Section 7.2(d) communication from any Governmental Authority regarding any of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Laws applicable to the Stock Purchase with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to applicable Laws relating to the exchange of information, Parent and the Stockholders shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Stockholders or the Company, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Stock Purchase. In exercising the foregoing rights, each of any notice under the Competition ActStockholders and Parent shall act reasonably and as promptly as practicable.

Efforts. (a) From Subject to the terms and after conditions herein provided, Parent, Merger Sub and the date hereofCompany shall, Buyer and each Seller of them shall cause their respective Subsidiaries to, use commercially reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under any this Agreement and applicable Law Laws to consummate and make effective in as promptly as practicable after the most expeditious manner possible Agreement Date the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and filing of other documents and to obtain as promptly as practicable all formsconsents, registrations waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and notices required clearances necessary or advisable to be filed obtained from any Governmental Entity for, by or on behalf of any Person in order to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable (collectively, the “Governmental Approvals”) and (ii) the execution and delivery of any additional instruments as promptly as practicable taking all steps as may be necessary to consummate the Transaction obtain all such Governmental Approvals. In furtherance and the other transactions contemplated by this Agreement and to fully carry out the purposes not in limitation of this Agreement. Without limiting the foregoing, Buyer Parent, Merger Sub and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act Company shall, and each of Buyer them shall cause their respective Subsidiaries to, (A) make appropriate and each Seller filing, as soon as is practicable (complete filings of all applicable Notification and subject Report Forms pursuant to the immediately succeeding sentence), pre-merger notifications under Part IX of HSR Act with respect to the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within hereby within ten (10) Business Days following after the date hereofof this Agreement, Sellers and Buyer will (B) make all other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable. Parent and Merger Sub shall not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed). During the initial filings waiting period and any extensions of the initial waiting period consented to by the Company, each Party shall supply as promptly as practicable any additional information or submissions as are required documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust LawLaw as soon as possible. Additionally(b) Parent, Buyer Merger Sub and the Company shall, and each Seller of them shall use cause their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining ofSubsidiaries to, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by actions referenced in Section 5.4(a) to obtain all Governmental Approvals for the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of or any notice under the Competition Act.other Antitrust Law, use commercially reasonable efforts to: (i) cooperate in all respects with

Efforts. Subject to the terms and conditions hereof and without limiting any of the provisions of Section 7.6, each Party shall use its commercially reasonable efforts to (a) From consummate the transactions contemplated by this Agreement as promptly as practicable and after the date hereof, Buyer and each Seller shall use reasonable best efforts to take(b) obtain, or cause to be takenobtained, all actionsactions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and to do, or cause approvals required to be done, all things necessary, proper obtained from any Governmental Authorities or advisable under any applicable Law to consummate third parties in connection with the execution and make effective in the most expeditious manner possible the Transaction delivery of this Agreement and the other consummation of the transactions contemplated hereby. The “commercially reasonable efforts” of (i) the Company or Seller shall not require any of the Company Group or its Representatives to expend any money to remedy any breach of any representation or warranty hereunder or to obtain any consent required for consummation of the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required other than de minimis administrative fees or fees for which Purchaser agrees to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoingresponsible, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX consummation of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten ; and (10ii) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and Purchaser shall not take require any action after the date of this Agreement that would reasonably be expected Purchaser or its Representatives to impair or materially delay the obtaining of, or result in not obtaining, expend any Regulatory Approval necessary money to be obtained prior to the Closing. To the extent that transfers remedy any breach of any Permits are representation or warranty hereunder or to obtain any consent required as a result of the execution of this Agreement or the for consummation of the Transaction or the other transactions contemplated by this Agreement, other than de minimis administrative fees and any fees required to be paid by Purchaser under applicable Law in order for the Parties hereto consent of the relevant Governmental Authority to be obtained. Xxxxxx further agrees to deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, for Purchaser’s review and comment, a preliminary copy of the ESOP Fairness Opinion. Seller shall use commercially reasonable best efforts to effect such transfers. Each of cause the Parties hereto hereby agrees that ESOP Financial Advisor to (iA) consider in good faith Purchaser’s comments to the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules ESOP Fairness Opinion and (iiB) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with render the filing by the parties hereto of the premerger notification and report forms relating signed ESOP Fairness Opinion to the Transaction or Trustee prior to the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActOutside Date.

Efforts. (a) From Subject to the terms and after conditions of this Agreement, each of the date hereof, Buyer and each Seller parties hereto (except the Equityholders’ Representative) shall use their commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable necessary under any applicable Law Applicable Laws to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (iand the Company shall not without Parent’s prior written consent) the preparation preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and obtaining and maintaining all formsapprovals, registrations consents, registrations, permits, authorizations and notices other confirmations required to be filed obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable ; provided that the parties hereto understand and agree that the commercially reasonable efforts of Parent or Company shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the execution foregoing) with respect to any of its or the Company Group’s or any of their respective Affiliates’ businesses, assets or properties. If required by the HSR Act and delivery of any additional instruments necessary if the appropriate filing pursuant to consummate the Transaction and HSR Act has not been filed prior to the other date hereof, each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 10 Business Days after the date hereof and to fully carry out supply as promptly as practicable to the purposes of this Agreementappropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the foregoingAll filing fees associated with any governmental approval, Buyer and filing or waiting period, in each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate case, under the Competition HSR Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained the execution, delivery or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution performance of this Agreement or any other Transaction Document shall be split equally between the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules Company and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition ActParent.

Efforts. (a) From and after the date hereof, Buyer and each Seller shall use commercially reasonable best efforts (without the obligation to take, or cause incur any undue expense) to be taken, assume and perform all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective in of the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate obligations under the Competition Act Transferred Rights, Obligations and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the ClosingAgreements. To the extent that transfers the assignment or novation of any Permits are required as a result of the execution of this Agreement Transferred Rights, Obligations and Agreements, or the consummation assignment under §2.1 above, shall require the consent of any other party (or in the event that any of the Transaction or same shall be non-assignable), neither the other transactions agreements contemplated by this AgreementAgreement nor any actions taken hereunder pursuant to the provisions of any such agreements shall constitute an assignment or novation or an agreement to assign or novate if such assignment or novation or attempted assignment or novation would constitute a breach thereof or result in the loss or diminution thereof; provided, the Parties hereto shall use reasonable best efforts to effect however, that in each such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply case, Dxxx and Buyer shall each pay when due use commercially reasonable efforts (without the obligation to incur any undue expense) to obtain the consent of such other party to an assignment or novation to Buyer. Notwithstanding the foregoing, it shall be a condition to closing that any consents required for the assignment of the Transferred Rights, Obligations and Agreements designated by Buyer shall have been obtained on terms and conditions satisfactory to Buyer, in its reasonable discretion. If such consent is not obtained, Dxxx shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Transferred Rights, Obligations and Agreements, including appointing Buyer to act as its agent to perform all of Dana’s obligations under such Transferred Rights, Obligations and Agreements and to collect and promptly remit to Buyer all compensation payable pursuant to those Transferred Rights, Obligations and Agreements and to enforce, for the account and benefit of Buyer, any and all rights of Dxxx against any other person arising out of the breach or cancellation of such Transferred Rights, Obligations and Agreements by such other person or otherwise (any and all of which arrangements shall constitute, as between the parties hereto, a deemed assignment or transfer); provided that, to the extent that Buyer requires Dxxx to undertake any services or take any actions in furtherance of the performance of such Transferred Rights, Obligations and Agreements, any such services or actions shall be the subject of a separate agreement that the parties shall, in good faith, negotiate as promptly as possible and which shall be mutually acceptable to the parties. Each party shall be responsible for one half all of any its costs and all filing fees expenses incurred by it in connection with the filing by the parties hereto actions required of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by it under this Agreement under the HSR Act and the filing of any notice under the Competition Act§2.15.

Efforts. (ad) From Subject to the terms and after conditions of this Agreement, each of the date hereof, Buyer (and each its Affiliates) and Seller shall use its reasonable best efforts to take, or consummate the transactions contemplated hereby and to cause the conditions set forth in Article V to be takensatisfied. Without limiting the generality of the foregoing, each of the Buyer (and its Affiliates) and Seller shall use its reasonable best efforts to (i) promptly obtain all actions or non-actions, consents, waivers, approvals, authorizations and to do, or cause to be done, all things necessary, proper orders from Governmental Authorities necessary or advisable under in connection with the consummation of the transactions 39 contemplated hereby, (ii) as promptly as practicable, make and not withdraw (without Seller’s consent) all registrations and filings with any applicable Law to consummate and make effective Governmental Authority necessary or advisable in connection with the most expeditious manner possible consummation of the Transaction and the other transactions contemplated by this Agreement, including any filings required of them or their “ultimate parent entities” under any Antitrust Law, and promptly make any further filings pursuant thereto that may be necessary or advisable, (iiii) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the preparation and filing consummation of all forms, registrations and notices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (iv) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (v) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement as soon as practicable or the transactions contemplated hereby and (iivi) the execution execute and delivery of deliver any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Buyer and each Seller filing, as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, the Parties hereto shall use reasonable best efforts to effect such transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to the Transaction or the other transactions contemplated by this Agreement under the HSR Act and the filing of any notice under the Competition Acthereby.