Common use of Efforts Clause in Contracts

Efforts. In furtherance and not in limitation of their obligations under this Agreement, the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Merger.

Efforts. In furtherance (a) Subject to the terms and not conditions set forth in limitation of their obligations under this Agreement, each of the Buyer Parties shall, and parties hereto shall cause their respective Affiliates to, use their respective its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any clearance, consent, authorization consent or Order approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Authority that may beEntities. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, or becomethe Company and Parent shall (i) promptly, but in no event later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, file any and all Notification and Report Forms required under the HSR Act for with respect to the Offer, the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iv) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Offer, the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect other transactions contemplated hereby. (c) Each of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, Parent and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any of their respective Affiliates to proffer tostatement, filing, notice or agree: (i) to, sell, divest, lease, license, transfer, dispose of application made by or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein on behalf of Parent, the Company or any of their respective Affiliates Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement. Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the Offer, the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such Merger or transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.4, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to consent thereto); be instituted) challenging the Offer, the Merger or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Offer, the Merger or any other transaction contemplated hereby. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Offer, the Merger and the transactions contemplated thereby, including (i) the ▇▇▇▇▇▇▇ Act of 1890, the ▇▇▇▇▇▇▇ Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) to agree to any material changes (including through a licensing arrangement) Law governing the direct or restriction on, indirect ownership or other impairment control of Parent’s any of the operations or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock assets of the Company and its Subsidiaries or (iii) any Law with the purpose of protecting the national security or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to national economy of any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Mergernation.

Efforts. In furtherance and not in limitation of their obligations under this Agreement, the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to Without limiting the contrary generality of the foregoing, in this Agreement, nothing in this Agreement, including any provision of fulfilling their obligations under this Section 7.27.2(b), the Buyer Parties shall, and shall require, or be construed to require, Parent or the Company or any of cause their respective Affiliates to to, proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or and (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Merger. In furtherance and not in limitation of the foregoing, the Parties shall use their reasonable best efforts to contest and defend against the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary, or permanent, under any Antitrust Law that would restrain, prevent or delay the Closing on or before the Termination Date, including defending through litigation on the merits any claim asserted in any court with respect to the transactions contemplated by this Agreement.

Efforts. In furtherance (a) During the applicable CVR Period, Passage will, and will cause its Subsidiaries to, use Commercially Reasonable Efforts to collect the Legacy Asset Payments, to the extent payable to Passage. For the avoidance of doubt, during and after the applicable CVR Period, Passage shall not in limitation be required to use any efforts to pursue the collection of any Legacy Asset Payments, except as required by this Section 4.2(a). (b) Notwithstanding anything herein to the contrary, but subject to Section 4.2(a) and Section 4.3, (i) Passage and its Affiliates shall have the power and right to control all aspects of their businesses and operations (and all of their assets and products), and subject to Passage’s compliance with the terms of this Agreement, Passage and its Affiliates may exercise or refrain from exercising such power and right as it may deem appropriate and in the best overall interests of Passage and its Affiliates and its and their stockholders, rather than the interest of the Holders, (ii) none of Passage or any of its Affiliates (or any director, officer, employee, or other representative of the foregoing) owes any fiduciary duty or similar duty or any other implied duties to any Holder in respect of the CVRs, the Legacy Asset Payments or the Gemma Sublicenses, (iii) except as specifically provided in Section 4.2(a), Passage shall have no obligation to take any action in order to obtain, maximize or expedite the receipt of any Legacy Asset Payments or to minimize Permitted Deductions, (iv) except as expressly set forth in Article 3 and Section 4.2(a), none of Passage or any of its Subsidiaries shall have any obligation or liability whatsoever to any Person relating to or in connection with any action, or failure to act, with respect to the collection of any Legacy Asset Payment, and (v) in no event shall Passage or any of its Subsidiaries be required to make any payment or advance any funds to Gemma or any other Person (other than de minimis administrative costs) in order to obtain, facilitate, accelerate or otherwise further the receipt of any Legacy Asset Payment. (c) Subject to the requirements of Section 4.2(a) and the other contractual obligations under of Passage expressly set forth in this Agreement, (i) the Holders acknowledge that Passage has a fiduciary obligation to operate its business in the best interests of its stockholders, and any potential obligation to pay CVR Payments will not create any express or implied obligation to operate its business in any particular manner in order to maximize CVR Proceeds, (ii) except as expressly set forth in this Agreement, the Buyer Parties shallHolders are not relying on any representation of Passage or any other Person with regard to any Legacy Asset Payments or other action involving the Gemma Sublicenses following the Closing, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain neither Passage nor any clearance, consent, authorization or Order of any Governmental Authority that may beother Person has provided, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution ofcan provide, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior assurance to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall takeHolders that any CVR Proceeds will in fact be earned and paid, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision (iii) none of this Section 7.2, shall require, or be construed to require, Parent or the Company Passage or any of their respective its Subsidiaries, officers, directors or Affiliates shall have any obligation or liability whatsoever to proffer toany Person relating to or in connection with any action, or agree: (i) tofailure to act, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock collection of any Legacy Asset Payments, and in no event shall any of Passage, its Subsidiaries, directors, officers and Affiliates be deemed to have any fiduciary or similar duties to any Holder by virtue of this Agreement. (d) Following the expiration of the Company or the Surviving Corporation; provided that Parent can compel the Company applicable CVR Period, Passage shall be permitted to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation in respect of the Offer Gemma Sublicenses in its sole and absolute discretion. (e) Passage shall make the MergerGM1 2027 License Payment when due and payable under the Penn License Agreement.

Efforts. In furtherance (a) Subject to the terms and not in limitation conditions of their obligations under this Agreement, each of Parent and the Buyer Parties Company shall, and shall cause their respective Affiliates to, Subsidiaries to use their respective reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Annex A and Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Transactions, as promptly as practicable and (ii) to obtain (and to cooperate with the other Party to obtain) any clearance, consent, authorization authorization, order or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry approval of, or effect the dissolution ofany exemption by, any Order that would otherwise have Governmental Entity and any other third Person which is required to be obtained by Parent or the effect Company or any of preventing or materially delaying their respective Subsidiaries in connection with the Merger or that would cause Transactions and the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall takeother transactions contemplated by this Agreement, and not refrain from takingto comply with the terms and conditions of any such consent, authorization, order or approval. Parent shall, and shall cause their respective Affiliates to its Subsidiaries to, promptly take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under the HSR Act and any other applicable U.S. or foreign competition, antitrust, merger control or investment Laws (together with the HSR Act, “Antitrust Laws”) that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the Parties to expeditiously close consummate the Transactions as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of, or prohibition or limitation on the ownership or operation by Parent and the Company or any of their respective Subsidiaries of, such assets or businesses as may be required in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Transactions. Further, and for the avoidance of doubt, Parent will take any and all actions necessary in order to ensure that (x) no requirement for any non-action by or consent or approval of the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding with respect to any Antitrust Laws and (z) no other matter relating to any Antitrust Laws would preclude consummation of the Offer or the Merger prior by the Outside Date. (b) Subject to the Termination Dateterms and conditions of this Agreement, each of Parent and the 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 to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby and using reasonable best efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages. (c) In furtherance and not in limitation of the foregoing, (i) each Party hereto shall 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 in any event within seven (7) Business Days of the date hereof, unless otherwise agreed to by the Parties, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.7 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and (ii) each of the Parent and the Company shall use its reasonable best efforts to (x) take all action reasonably necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated by this Agreement and (y) if any state takeover statute or similar Law becomes applicable to any of the transactions contemplated by this Agreement, take all action necessary to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transactions contemplated by this Agreement. (d) Each of the Parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated by this Agreement, including any governmental inquiry, investigation or proceeding initiated by a private party, and (ii) keep the other Party informed in all material respects and on a reasonably timely basis of any communication received by such Party from, or given by such Party to, the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity and of any communication received or given by a private Person in connection with any governmental inquiry, investigation or proceeding, in each case regarding any of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder. In addition, Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in all meetings and communications with any Governmental Entity in connection with obtaining any necessary antitrust or competition clearances. In furtherance and not in limitation of this Section 6.7(d), subject to applicable Laws relating to the exchange of information, each Party shall consult and cooperate with the other Party in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or other legal proceeding. In addition, except as may be prohibited by any Governmental Entity or by Law, in connection with any such request, inquiry, investigation, action or other legal proceeding, each Party hereto shall permit authorized Representatives of the other Party (x) to participate at or in each substantive meeting, conference or telephone call with a representative of a Governmental Entity relating to such request, inquiry, investigation, action or other legal proceeding and (y) to have reasonable access to and be consulted in connection with any material document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or other legal proceeding. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.7(d) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. Notwithstanding anything to the contrary in this AgreementSection 6.7(d), nothing materials provided to the other Party or its outside counsel may be redacted to remove references concerning the valuation, pricing and other competitively sensitive terms from an antitrust perspective in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein Contracts of Parent, the Company or any of and their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the MergerSubsidiaries.

Efforts. In furtherance (a) Subject to the terms and not conditions set forth in limitation of their obligations under this Agreement, each of the Buyer Parties parties hereto shall, and the Company shall cause their respective Affiliates each of its Subsidiaries to, use their respective all reasonable best efforts to promptly take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer and to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any clearanceGovernmental Entity, consent(ii) the obtaining of all necessary consents, authorization approvals or Order waivers from third parties, (iii) the defending of any Governmental Authority that may belawsuits or other legal proceedings, whether judicial or becomeadministrative, required under the HSR Act for challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments reasonably necessary to avoid consummate the entry oftransactions contemplated by this Agreement; provided, however, that in no event shall the Company or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not its Subsidiaries be required to occur pay prior to the Termination DateEffective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). In furtherance Neither party shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delayed. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Buyer Parties Company and Parent shall (i) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of, the Merger and the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (ii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity and (iii) take, or cause to be taken all other actions and not refrain from takingdo, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under any Law with respect to the Merger and the other transactions contemplated hereby, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the HSR Act Merger so as to enable the Parties Expiration Date and the Closing to expeditiously close occur as soon as reasonably possible (and in any event no later than the End Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any material assets or businesses of Parent or its Subsidiaries or controlled affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the Closing Date would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or controlled affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries (including the Surviving Corporation’s) businesses, product lines or assets, 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 the consummation of the Offer on the Expiration Date or the Closing, materially delaying the Expiration Date or the Closing or delaying the Expiration Date or the Closing beyond the End Date; provided that neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including to the extent permitted by Law promptly furnishing the other with copies of notices or other communications sent or received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, to or from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit the other party to review in advance any proposed communication to any supervisory or Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger prior to and the Termination Dateother transactions contemplated by this Agreement. Notwithstanding anything to the contrary in foregoing or any other provision of this Agreement, nothing in this Agreement, including any provision of Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement7.1(b) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (e) It is agreed that this Section 5.6 shall not govern the effectiveness of such term or condition or action is conditioned upon the consummation obligations of the Offer and parties with respect to obtaining the MergerFinancing, which obligations are set forth in Section 5.11.

Efforts. In furtherance (a) Parent, Guarantor, Merger Sub and not in limitation of their obligations under this Agreement, the Buyer Parties Company shall, and shall cause their respective Affiliates to, use their respective 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 Laws to consummate and make effective the Transactions as promptly obtain any clearanceas practicable, consentincluding (i) preparing and filing all forms, authorization registrations and notifications to or Order of with any Governmental Authority that may berequired to be filed to consummate the Transactions, (ii) using reasonable best efforts to satisfy the conditions to consummating the Transactions, (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or becometermination of a waiting period, permit, Order or approval of, waiver or any exemption by, any Governmental Authority (including furnishing all information and documentary material required under the HSR Act for Act) required to be obtained or made by (x) Parent, Guarantor, Merger Sub, or their respective Affiliates or (y) the Company or any of its Subsidiaries in connection with the Transactions or the taking of any action contemplated by this Agreement, and (iv) at Parent’s sole option, defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger Transactions. (b) ▇▇▇▇▇▇, Guarantor and the Company shall each keep the other apprised of the status of matters relating to avoid the entry completion of the Transactions and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or effect the dissolution ofany exemptions by, any Order Governmental Authority undertaken pursuant to the provisions of this Section ‎6.6. In that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur regard, prior to the Termination DateClosing, each party shall promptly consult with the other parties to this Agreement with respect to and provide any necessary information and assistance as the other parties may reasonably request with respect to (and, in the case of correspondence, provide the other parties (or their counsel) with copies of) all notices, submissions or filings made by or on behalf of such party or any of its Affiliates with any Governmental Authority or any other information supplied by or on behalf of such party or any of its Affiliates to, or correspondence with, any Person in connection with this Agreement, the Lease Consents and the Transactions. In furtherance Each party to this Agreement shall promptly inform the other parties to this Agreement, and if in writing, furnish the other parties with copies of (or, in the case of oral communications, advise the other parties orally of) any communication from or to any Governmental Authority regarding the Transactions, and permit the other parties to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any proposed communication or submission with any such Governmental Authority. No party or any of its Affiliates shall participate in any meeting or teleconference with any Governmental Authority in connection with this Agreement and the Transactions unless it consults with the other parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other parties the opportunity to attend and participate thereat. Notwithstanding the foregoing, Parent and the Buyer Parties Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section ‎6.6(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall takebe given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel. Notwithstanding anything to the contrary contained in this Section ‎6.6, materials provided pursuant to this Section ‎6.6 may be redacted (i) to remove references concerning the valuation of the Company and the Transactions, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege concerns. (c) The Company, Parent and Guarantor shall make or file (or cause to be made or filed), as promptly as practicable, with the appropriate Governmental Authority all filings, forms, registrations and notifications required to be filed to consummate the Merger under any applicable Competition Law, and subsequent to such filings, the Company, Parent and Guarantor shall, and shall cause their respective Affiliates to, as promptly as practicable, respond to inquiries from Governmental Authorities, or provide any supplemental information that may be requested by Governmental Authorities, in connection with filings made with such Governmental Authorities. The Company, Parent and Guarantor shall file (or cause to be filed) their notification and report forms under the HSR Act no later than twenty (20) Business Days after the date of this Agreement. Parent, Guarantor Merger Sub and the Company may not refrain from taking(i) commit to or agree with any Governmental Authorities to voluntarily stay, toll or extend any applicable HSR Act waiting period or review period, (ii) enter into any timing agreement with any Governmental Authorities, or (iii) pull and refile any filing under the HSR Act without the other parties’ prior written consent. Notwithstanding anything in this Agreement to the contrary, Parent will control the ultimate strategy and timing for securing approvals and expiration of relevant waiting periods under the Competition Laws, taking into account in good faith any comments of the Company or its Representatives relating to such strategy. (d) In connection with the efforts referenced in Section ‎6.6(a) and ‎(c) so as to permit the Closing to occur as promptly as practicable and in any event before the Termination Date, Parent, Guarantor, Merger Sub and the Company shall, and shall cause their respective Affiliates to take (subject to it being conditioned on the consummation of the Transactions), propose, negotiate, commit to, effect and to not refrain from takingagree to, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreementby consent decree, nothing in this Agreement, including any provision of this Section 7.2, shall requirehold separate order, or be construed to requireotherwise, Parent or the Company or any of their respective Affiliates to proffer tosale, or agree: (i) to, sell, divest, leasedivestiture, license, transfer, dispose holding separate or other disposition of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability but solely on, the Non-Burdensome Condition Assets. If requested by ▇▇▇▇▇▇, the Company will agree to own or operateany action contemplated by this Section ‎6.6; provided, that any such assets, licenses, operations, rights, product lines, businesses agreement or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to action is conditioned on the capital stock consummation of the Company or Transactions. Without limiting the Surviving Corporation; provided that Parent can compel foregoing, in no event will the Company to (and to cause the Company will not permit any of its Affiliates to) propose, negotiate, effect or agree to any such term actions without the prior written consent of Parent (not to be unreasonably withheld, conditioned or condition delayed). (e) In furtherance and not in limitation of the covenants of the parties contained in this Section ‎6.6, if any administrative or take judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Transactions or any other transaction contemplated by this Agreement as in violation of any Competition Law, at Parent’s sole option, each of the Company, Guarantor and Parent shall use reasonable best efforts to contest and resist any such actions (action or agree proceeding and to take such actions) so long as the effectiveness of such term have vacated, lifted, reversed or condition overturned any decree, judgment, injunction or action other order, whether temporary, preliminary or permanent, that is conditioned upon the in effect and that prohibits, prevents or restricts consummation of the Offer and Transactions. (f) Notwithstanding anything herein to the Mergercontrary, Parent shall bear the cost of any filing fee payable to a Governmental Authority in connection with any filings made under this Section ‎6.6.

Efforts. In furtherance (a) Subject to the terms and not conditions set forth in limitation of their obligations under this Agreement, each of the Buyer Parties shall, and parties hereto shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations, filings and notices and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any clearanceGovernmental Entity, consent(ii) the obtaining of all necessary consents, authorization approvals or Order waivers from third parties, (iii) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII, (iv) the defending of any Governmental Authority lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that may bein no event shall the Company or any of its Subsidiaries be required to pay prior to the Effective Time any fee, penalty or become, other consideration to any third party for any consents or approvals required under the HSR Act for the consummation of the Merger and to avoid the entry of, transactions contemplated by this Agreement under any contract or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior agreement. (b) Subject to the Termination Date. In furtherance of terms and conditions herein provided and without limiting the foregoing, the Buyer Parties Company, Parent and Merger Sub shall take(i) promptly, and not refrain from takingbut in no event later than ten (10) Business Days, and shall cause their respective Affiliates to take and to not refrain from takingafter the date hereof, file any and all steps necessary required Notification and Report Forms under the HSR Act with respect to the Offer, Merger and the other transactions contemplated by this Agreement, and use their reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use their reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (y) timely preparing and making all such filings and timely preparing and obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity and (iv) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any other department or agency of the United States, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the HSR Act Offer and the Merger so as to enable the Parties Expiration Date and the Closing to expeditiously close occur as soon as reasonably possible (and in any event no later than the Merger prior End Date), including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the Termination Date. Notwithstanding anything sale, divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the contrary in this Agreement, nothing in this Agreement, Closing Date would limit the freedom of Parent or its Subsidiaries’ (including any provision the Surviving Corporation’s) or affiliates’ freedom of this Section 7.2, shall requireaction with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets, in each case as may be construed required in order to requireavoid the entry of, Parent 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 consummation of the Offer on the Expiration Date or the Closing, materially delaying the Expiration Date or the Closing or delaying the Expiration Date or the Closing beyond the End Date; provided that neither the Company nor any of its Subsidiaries shall be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of their respective Affiliates its affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (c) Subject to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose applicable Law and the instructions of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of ParentGovernmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Affiliates (or to consent thereto); or (ii) to agree to Subsidiaries, from any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, third party and/or any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Governmental Entity with respect to such transactions. The Company and Parent shall permit counsel for the capital stock other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the Surviving Corporation; provided that Parent can compel proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to (contest and resist any such action or proceeding and to cause its Affiliates to) agree to have vacated, lifted, reversed or overturned any such term decree, judgment, injunction or condition other order, whether temporary, preliminary or take any such actions (permanent, that is in effect and that prohibits, prevents or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the restricts consummation of the Offer Merger and the Mergerother transactions contemplated by this Agreement.

Efforts. In furtherance Upon the terms and not in limitation subject to the conditions of their obligations under this Agreement, each of the Buyer Parties shall, and shall cause their respective Affiliates to, will use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may betake, or becomecause to be taken, required under the HSR Act for the consummation of the Merger all actions and to avoid the entry ofdo, or effect cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and defend the dissolution of, any Order that would otherwise have Transactions. From the effect of preventing or materially delaying the Merger or that would cause Execution Date through the Closing not to occur prior to Date, Seller will operate the Termination DateRadiopharmacy Business in the Ordinary Course of Business in all material respects. In furtherance Not in limitation of the foregoing, and notwithstanding any limitation in the foregoing: (a) If an application (not including, for greater certainty, mere investigations or inquiries) is initiated by the Commissioner under section 92 of the Competition Act seeking an Order from the Competition Tribunal that would rescind, dissolve or otherwise unwind any of the Transactions or any provision of any Transaction Document, in whole or in part, then in each such case, Buyer Parties shall takeand its Affiliates and Subsidiaries will, and not refrain from takingprior to an Order being made by the Competition Tribunal, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary actions (at its and their own cost and expense) including by selling or divesting, or agreeing to sell or divest, assets (including any of the Purchased Assets) to a third party or modifying or terminating, or agreeing to modify or terminate, any existing commercial relationships (other than with Seller) or Contracts (other than any of the Transaction Documents) or entering into, or agreeing to enter into, supply agreements and/or agreements for the licensing of intellectual property, in each case, solely to the extent required to avoid an Order from the Competition Tribunal requiring rescission, dissolution or eliminate each and every impediment other unwinding of any of the Transactions in a manner that involves Seller or its Affiliates or adversely affects any of Seller’s rights under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall requireTransaction Documents, or be construed to require, Parent that would involve the put or the Company or other sale of any of their respective Affiliates the Purchased Assets or Assumed Liabilities back to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s Seller or its Affiliates’ ability ; provided further that Buyer will, and will cause its Affiliates, to take any and all actions (at its and their own cost and expense) to have vacated, lifted, reversed, repealed or operaterescinded any Order from the Competition Tribunal requiring rescission, dissolution or other unwinding of any such assetsof the Transactions in a manner that involves Seller or its Affiliates or adversely affects any of Seller’s rights under the Transaction Documents, licenses, operations, rights, product lines, businesses or interests therein that would involve the put or Parent’s other sale of any of the Purchased Assets or Assumed Liabilities back to Seller or its Affiliates’ ability ; provided further that Buyer will not consent to voteany agreement with the Commissioner (whether under Section 92 of the Competition Act or otherwise) that involves rescission, transferdissolution or unwinding of any of the Transactions, receive dividends in whole or otherwise exercise full ownership in part, or that involves the put or sale of any of the Purchased Assets or Assumed Liabilities back to Seller or its Affiliates or that adversely affects any of Seller’s rights under the Transaction Documents; and provided further that Buyer will not be required to take actions that, in the aggregate, would cause a material adverse effect on its combined business (including the Radiopharmacy Business). In addition, Buyer will provide Seller on a timely basis with a copy of all communications and correspondence with respect to the capital stock Transactions, including attachments and briefs, between (A) Buyer, its Affiliates and its advisors, on the one hand, and (B) the Commissioner of Competition, on the other. (b) Buyer agrees, and will cause its Affiliates, to exercise reasonable best efforts to take any and all actions (at its and their own cost and expense) necessary to avoid, contest and defend against any dissolution, rescission or other unwinding or modification of the Company Transactions, in whole or in part, under the Surviving Corporation; provided that Parent can compel the Company to (Investment Canada Act, and to cause its Affiliates to) agree to have vacated, lifted, reversed, repealed or rescinded any such term Order for dissolution, rescission or condition other unwinding or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation modification of the Offer and Transactions that may be initiated, asserted or issued by any Governmental Authority with respect to the MergerTransactions, under the Investment Canada Act, including by way of notice, requirement, referral, investigation, inquiry, Order or Legal Proceeding.

Efforts. In furtherance (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto 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 Applicable Law and regulations to consummate and make effective the Transactions, to cause all conditions to the obligations of the other parties hereto to effect the Merger to be satisfied, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, in each case, so that the Closing may occur by no later than the End Date; provided that, notwithstanding anything in this Section 6.08 or any other provision in this Agreement to the contrary (but, with respect to the Company, subject to the last sentence of this Section 6.08(a)), no party shall be required to agree (and the Company shall not in agree, and shall cause its Subsidiaries not to agree, without the prior written consent of Parent) to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of its capital stock or of any of its businesses, assets or properties, its Subsidiaries or Affiliates, (ii) the imposition of any limitation on the ability of Parent or its Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses or assets and, in the case of Parent, the businesses or assets of the Company and its Subsidiaries or (iii) the imposition of any impediment on Parent or its Affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, Order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (i), (ii) or (iii), an “Action of Divestiture”). Nothing herein shall require Parent or its Affiliates or permit the Company or its Subsidiaries (without the prior written consent of Parent) to litigate with any Governmental Entity. Nothing in this Agreement shall require Parent or its Affiliates or permit the Company or its Subsidiaries (without the prior written consent of Parent) to pay any consideration or agree to any modifications of existing Contracts or enter into new Contracts (other than the payment of customary filing and application fees) in connection with obtaining any waivers, consents or approvals from Governmental Entities or other Persons in connection with this Agreement or the Merger. Without limiting any obligations of the Company under this Agreement, the Buyer Parties Company shall, and shall cause their respective Affiliates its Subsidiaries to, use agree to such Actions of Divestiture and enter into such Contracts as may be requested by Parent in connection with the objectives set forth in the first sentence of this Section 6.08(a) so long as such Actions of Divestiture and Contracts are conditioned on the Closing having occurred. (b) The parties hereto will, or will cause their respective reasonable best efforts “ultimate parent entities” as that term is defined in the HSR Act, as reasonably advisable, to make as promptly obtain as reasonably practicable (and, in any clearanceevent, consent, authorization or Order solely in the case of any Governmental Authority that may be, or become, required necessary filings and notifications under the HSR Act for Act, within eighteen (18) days following the consummation of date hereof) all necessary filings and notifications and other submissions with respect to this Agreement and the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment Transactions under the HSR Act so Act, the EC Merger Regulation, and any other applicable Antitrust Laws. To the extent permitted by Applicable Law, each of the Company and Parent shall inform the other of any material communication between the Company or Parent or any Affiliate thereof (as to enable applicable) and any Governmental Entity regarding the Parties to expeditiously close transactions contemplated by this Agreement. If the Merger prior Company or Parent or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Termination Date. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, nothing then, except to the extent prohibited by Applicable Law, the Company or Parent (as applicable) shall promptly inform the other and make, or cause to be made, as soon as reasonably practicable, a response in substantial compliance with such request. Without limiting the generality or effect of Section 6.08(a), to the extent permitted by Applicable Law, the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, the EC Merger Regulation or any other applicable Antitrust Laws. (c) Without limiting the generality of Section 6.08(b), to the extent permitted by Applicable Law, in connection with this AgreementAgreement and the Transactions, the parties agree to (i) give each other reasonable advance notice of all meetings, calls or other communications with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, calls or other communications, (iii) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to add the other parties hereto to such call if practicable and, if not practicable, to promptly notify the other parties hereto of the substance of such communication, (iv) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (v) provide each other with copies of all written communications from any Governmental Entity relating to any Antitrust Laws. Any disclosures or provision of this copies by one Party to the other may be made on an outside counsel basis, if appropriate. (d) (A) Following the consultation with the Company as contemplated by Section 7.26.08(b) and Section 6.08(c), Parent shall requirehave the exclusive right to make all strategic and tactical decisions as to the manner in which to obtain from any Governmental Entity under the HSR Act, the EC Merger Regulation or any other applicable Antitrust Laws, any actions or non-actions, consents, approvals, authorizations, clearances or orders required to be construed to require, obtained by Parent or the Company or any of their respective Affiliates in connection with the consummation of the transactions contemplated by this Agreement, (B) Parent and its Representatives shall have no obligation to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such dispositionshare with the Company, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company its Subsidiaries or any of their respective Representatives (other than outside antitrust counsel) any nonpublic information, data or materials about any of the businesses or operations of Parent and its Affiliates and (C) the Company will not, nor will it permit any of its Subsidiaries or Representatives to consent theretomake any communications with, or proposals relating to, or enter into, any understanding, undertaking or agreement with, any Governmental Entity relating to the Transactions without Parent’s prior review and approval. (e) Subject to the proviso to Section 6.08(a); , the Company shall use its commercially reasonable efforts to obtain the consents listed on Section 6.08(e) of the Company Disclosure Schedules. For the avoidance of doubt, the Company shall not be required to pay any amount or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability accommodation with the counter-party to own or operate, obtain any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Mergerconsent.

Efforts. In furtherance Buyer shall use commercially reasonable efforts (without the obligation to incur any undue expense) to assume and not in limitation perform all of their the obligations under this Agreementthe Transferred Rights, Obligations and Agreements. To the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization extent that the assignment or Order novation of any Governmental Authority that may beof the Transferred Rights, Obligations and Agreements, or becomethe assignment under (S)2.1 above, required under shall require the HSR Act for consent of any other party (or in the consummation event that any of the Merger and to avoid same shall be non-assignable), neither the entry of, or effect the dissolution of, agreements contemplated by this Agreement nor any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior actions taken hereunder pursuant to the Termination Dateprovisions 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, however, that in each such case, ▇▇▇▇ and Buyer shall 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. In furtherance of 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 Parties shall takehave been obtained on terms and conditions satisfactory to Buyer, in its reasonable discretion. If such consent is not obtained, ▇▇▇▇ shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Transferred Rights, Obligations and not refrain from takingAgreements, including appointing Buyer to act as its agent to perform all of Dana's obligations under such Transferred Rights, Obligations and shall cause their respective Affiliates to take Agreements and to not refrain from takingcollect 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 steps necessary to avoid rights of ▇▇▇▇ against any other person arising out of the breach or eliminate each cancellation of such Transferred Rights, Obligations and every impediment under Agreements by such other person or otherwise (any and all of which arrangements shall constitute, as between the HSR Act so as to enable the Parties to expeditiously close the Merger prior parties hereto, a deemed assignment or transfer); provided that, to the Termination Date. Notwithstanding anything extent that Buyer requires ▇▇▇▇ to undertake any services or take any actions in furtherance of the contrary in this Agreementperformance of such Transferred Rights, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operateObligations and Agreements, any such assetsservices or actions shall be the subject of a separate agreement that the parties shall, licensesin good faith, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect negotiate as promptly as possible and which shall be mutually acceptable to the capital stock parties. Each party shall be responsible for all of its costs and expenses incurred by it in connection with the Company or the Surviving Corporation; provided that Parent can compel the Company to actions required of it under this (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the MergerS)2.15.

Efforts. In furtherance Without limiting the generality of Parent’s undertakings pursuant to Section 5.7a, Parent will propose, negotiate, commit to and not in limitation of their obligations under this Agreementeffect, by consent decree, hold separate order or otherwise, the Buyer Parties shallsale, and shall cause their respective divestiture or disposition of such assets or businesses of Parent or its Affiliates or, effective as of the Closing, Company or the Subsidiaries or otherwise commit to take any action that it is capable of taking, take or commit to take such action that limits its freedom of action with respect to, use their respective reasonable best efforts or its ability to promptly obtain retain, any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and businesses, services or assets of Parent or its Affiliates, Company or the Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any Order injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance consummation of the foregoingtransactions contemplated by this Agreement; provided, the Buyer Parties shall takehowever, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable that the Parties to expeditiously close understand and agree that, notwithstanding the Merger prior to the Termination Date. Notwithstanding anything to the contrary in foregoing or any other provision of this Agreement, nothing contained in this Agreement, including any provision of this Section 7.2, Agreement shall require, require or be construed to require, obligate Parent or the Company Merger Sub or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein and Company shall not without the written consent of Parent, the Company take or commit to take any action, including: (1) any sale, divesture, disposition, holding separate, license or other action that limits in any respect its freedom of action with respect to any of its or Company’s or any of their respective Affiliates (Affiliate’s businesses, assets, properties, products, rights, services, licenses or to consent thereto)any interests or interests therein; or (ii2) to agree to entering into any settlement, undertaking, consent decree, stipulation or agreement with any Government Entity; that, individually or in the aggregate, would result in a Material Adverse Effect or a material changes (including through adverse effect on the business of Parent and its subsidiaries taken as a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Mergerwhole.

Efforts. In furtherance (a) Subject to the terms and not in limitation conditions of their obligations under this Agreement, the Buyer Parties shallCompany and Parent shall take, or cause to be taken, all actions and shall to do, or cause their respective Affiliates toto be done, use their respective reasonable best efforts all things necessary, proper or advisable under Applicable Law to consummate the Transactions as soon as reasonably possible (and in any event prior to the End Date), including (i) preparing and filing as promptly obtain any clearance, consent, authorization or Order of 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 (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that may beare necessary, proper or become, required advisable to consummate the Transactions. The parties hereto understand and agree that the obligations of Parent under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from this Section 8.01 include taking, and shall cause their respective Affiliates causing its Subsidiaries to take and to not refrain from takingtake, any and all steps actions necessary or appropriate to avoid or eliminate each and every impediment under the HSR Act any Applicable Law or otherwise so as to enable the Parties consummation of the Transactions to expeditiously close the Merger occur as soon as reasonably possible (and in any event prior to the Termination End Date. Notwithstanding anything ), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the Transactions; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the contrary in this Agreementsale, nothing in this Agreementdivestiture or disposition of businesses, including product lines or assets of Parent, any provision of this Section 7.2, shall requireits Subsidiaries, or be construed to require, Parent or those of the Company or any of their respective Affiliates its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries (including those of the Company and each of its Subsidiaries); (D) otherwise taking or committing to proffer take actions that after the Closing would limit Parent’s or its Subsidiaries’ (including the Company’s or its Subsidiaries’) freedom of action with respect to, or agree: (i) its ability to retain or exercise rights of ownership or control with respect to, sell, divest, lease, license, transfer, dispose one or more of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rightsthe businesses, product lines, businesses lines or interest therein assets of Parent, Parent or its Subsidiaries (including the Company or any of their respective Affiliates its Subsidiaries) (each of the foregoing described in any of Section 8.01(a)(A) through (D), a “Regulatory Concession”); (E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the Transactions or the other Transaction Documents or which would otherwise prohibit, materially delay or materially impair the consummation of the Transactions or the other Transaction Documents; and (F) seeking to consent thereto)have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the Transactions. If requested by Parent, the Company and each of its Subsidiaries shall agree to any Regulatory Concession; provided that none of the Company or the Company’s Subsidiaries shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the Transactions; provided further that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 8.01 or any other provision of any Transaction Document shall require Parent to accept any Regulatory Concessions (including, solely for purposes of this proviso, with respect to (i) any investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with Parent; or (ii) to agree to any material changes portfolio company (including through a licensing arrangementas such term is commonly understood in the private equity industry) or restriction onother investment of any such investment fund, investment vehicle, or management or advisory entity) other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights than with respect to Parent and Parent’s Subsidiaries (including Merger Sub, the capital stock Company and its Subsidiaries). (b) In furtherance and not in limitation of the Company or the Surviving Corporation; provided that foregoing, each of Parent can compel and the Company to shall (and to Parent shall cause its Affiliates to) (i) make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten (10) Business Days after the date hereof and (ii) make or cause to be made all necessary registrations, declarations, notices, or filings required under the Antitrust Laws in the jurisdictions set forth on Section 8.01(b) of the Company Disclosure Schedule as promptly as practicable. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts 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. Each party hereto shall (i) notify the other parties of any substantive communication to that party from any Governmental Authority, and, subject to Applicable Law, permit the other parties to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority, (ii) promptly furnish the other parties with copies of all correspondence, filings and written communications between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand, with respect to this Agreement and the Transactions, (iii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Transactions unless it consults with the other parties in advance and, to the extent permitted by such term Governmental Authority, gives the other parties the opportunity to attend and participate thereat and (iv) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or condition members or take their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement. Any materials contemplated for exchange in connection with this Section 8.01 may be withheld as necessary to address reasonable privilege, sensitive information or confidentiality concerns, or redacted to remove references concerning valuation or other competitively sensitive material, and the parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 8.01 as “outside counsel only.” (c) Parent will (i) determine the timing and strategy and be responsible for the content of any substantive oral or written communications with any applicable Governmental Authority, and (ii) lead all proceedings and activities, in each such actions case under clauses (i) and (ii) with respect to seeking actions, consents, approvals or agree waivers of any Governmental Authority under the HSR Act; provided, however, that the foregoing shall be reasonably designed to obtain all required actions, consents, approvals and waivers of all Governmental Authorities under the HSR Act at least ten (10) Business Days prior to the End Date and Parent shall reasonably consult with the Company and in good faith consider its views regarding the foregoing. (d) Parent shall cause Sponsor and each of its Affiliates to take such actions) so long all actions as are necessary or appropriate to file or cause to be filed all documentation, notifications, submissions or filings as are described in this Section 8.01 by the effectiveness of such term dates or condition or action is conditioned upon within the consummation of the Offer and the Mergerperiods specified therein.

Efforts. In furtherance (a) Subject to the terms and not conditions set forth in limitation of their obligations under this Agreement, each of the Buyer Parties parties hereto shall, and the Company shall cause their respective Affiliates each of its Subsidiaries to, use their respective all reasonable best efforts to promptly take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any clearanceGovernmental Entity, consent(ii) the obtaining of all necessary consents, authorization approvals or Order waivers from third parties, (iii) the defending of any Governmental Authority that may belawsuits or other legal proceedings, whether judicial or becomeadministrative, required under the HSR Act for challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments reasonably necessary to avoid consummate the entry oftransactions contemplated by this Agreement; provided, however, that in no event shall the Company or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not its Subsidiaries be required to occur pay prior to the Termination DateEffective Time any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any contract or agreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). In furtherance Neither party shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the conditions to the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delayed. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Buyer Parties Company and Parent shall take(i) promptly, and not refrain from takingbut in no event later than fifteen (15) days after the date hereof, and shall cause their respective Affiliates to take and to not refrain from taking, file any and all steps required Notification and Report Forms under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement and thereafter make any other required submission under the HSR Act as promptly as reasonably practicable, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of, the Merger and the transactions contemplated hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity, and (iv) take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under any Law with respect to the Merger and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the HSR Act Merger so as to enable the Parties Closing to expeditiously close occur as soon as reasonably possible (and in any event no later than the End Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any material assets or businesses of Parent or its Subsidiaries or controlled affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the Closing Date would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or controlled affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries (including the Surviving Corporation’s) businesses, product lines or assets, 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 the Closing, materially delaying the Closing or delaying the Closing beyond the End Date; provided that neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including to the extent permitted by Law promptly furnishing the other with copies of notices or other communications sent or received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, to or from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit the other party to review in advance any proposed communication to any supervisory or Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger prior to and the Termination Dateother transactions contemplated by this Agreement. Notwithstanding anything to the contrary in foregoing or any other provision of this Agreement, nothing in this Agreement, including any provision of Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement7.1(b) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (e) It is agreed that this Section 5.6 shall not govern the effectiveness of such term or condition or action is conditioned upon the consummation obligations of the Offer and parties with respect to obtaining the MergerFinancing, which obligations are set forth in Section 5.11.

Efforts. In furtherance and not in limitation of their obligations under this Agreement, the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement, including it is the intention of the Parties that any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights actions taken with respect to the capital stock 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 Product and such control and discretion over sales by Buyer 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 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 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 of its express obligations to make payments under this Section 2.05. Notwithstanding the foregoing, Buyer will not, and each of its Affiliates and each Milestone Party will not, intentionally take any commercially unreasonable action, or intentionally omit to take any commercially reasonable action, the primary purpose of which is to avoid or frustrate the occurrence of the Company Milestone Event or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation payment of the Offer and the MergerContingent Payment.

Efforts. In furtherance Parent and not in limitation of their obligations under this Agreement, the Buyer Parties shall, and Company shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all 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 Merger and the other transactions contemplated by this Agreement; and (ii) shall use reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other transactions contemplated by this Agreement. For purposes of this Section 5.1(b), “reasonable best efforts” shall include (i) solely to the extent necessary to obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required Authorization under the HSR Act for or any applicable antitrust or competition laws or regulations in connection with the consummation Merger, (A) executing settlements, undertakings, consent decrees, stipulations or other agreements, (B) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, the Merger Company and each 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 subsidiaries prior to the Closing, and (E) otherwise taking or committing to take actions that after the 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 Order that injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Merger or Closing; provided that would cause any such action required by this Section 5.1(b) is conditioned on the Closing not to occur prior to the Termination Date. In furtherance consummation of the foregoing, the Buyer Parties Merger. The Company shall take, and not refrain from takingnot, and shall cause their respective Affiliates each other Acquired Company to take and to not refrain from takingnot, any and all steps necessary to avoid or eliminate each and every impediment under without the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein written consent of Parent, the Company publicly or before any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, Governmental Body or other impairment of Parent’s third party, offer, suggest, propose or its Affiliates’ ability negotiate, and shall not commit to own or operateeffect, by consent decree, hold separate order or otherwise, any such assetssale, licensesdivestiture, operationsdisposition, rights, product lines, businesses prohibition or interests therein limitation or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock other action of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Mergera type described in this Section 5.1(b).

Efforts. In furtherance (a) Subject to the terms and not conditions of this Agreement, each of the Company and the Purchaser shall, and the Company shall cause its Subsidiaries to, use their commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company, any of its Subsidiaries or the Purchaser in limitation connection with the transactions contemplated by this Agreement and the other Transaction Agreements. (b) Subject to the terms and conditions of their obligations under this Agreement, each of the Company and the Purchaser agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the Buyer Parties shalltransactions contemplated hereby and by the other Transaction Agreements, and shall cause their respective Affiliates to, use their respective including using commercially reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under (i) in the HSR Act for the consummation case of the Merger and Company, modify or amend any contracts, plans or arrangements to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or which the Company or any of their respective Affiliates its Subsidiaries is a party (to proffer the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Article VII hereof, (ii) lift or rescind any injunction or restraining order or other Order adversely affecting the ability of the parties to consummate the transactions contemplated hereby or by the other Transaction Agreements, and (iii) defend any litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or by the other Transaction Agreements or seeking material damages. (c) From and after the Initial Closing Date, subject to the terms and conditions of this Agreement, the Company and the Purchaser shall, and each shall cause the Company and its Subsidiaries to, or agree: use their commercially reasonable efforts (i) toto take, sellor cause to be taken, divestall actions necessary, leaseproper or advisable to consummate the transactions, licenseperform the obligations and satisfy the conditions contemplated by this Agreement and the other Transaction Agreements to be taken, transfer, dispose of performed or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, satisfied following the Company or any of their respective Affiliates (or to consent thereto); or Initial Closing Date and (ii) to agree obtain or maintain the effectiveness of (and to cooperate with the other party to obtain and continue the effectiveness of) any material changes (including through a licensing arrangement) consent, authorization, order or restriction onapproval of, or other impairment of Parent’s or its Affiliates’ ability to own or operateany exemption by, any such assets, licenses, operations, rights, product lines, businesses Governmental Entity and any other third party which is required to be obtained by or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights maintained in effect following the Initial Closing Date with respect to the capital stock Company, any of the Company its Subsidiaries or the Surviving Corporation; provided that Parent can compel Purchaser in connection with the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer transactions contemplated by this Agreement and the Mergerother Transaction Agreements.

Efforts. In furtherance Buyer shall use commercially reasonable efforts (without the obligation to incur any undue expense) to assume and not in limitation perform all of their the obligations under this Agreementthe Transferred Rights, Obligations and Agreements. To the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization extent that the assignment or Order novation of any Governmental Authority that may beof the Transferred Rights, Obligations and Agreements, or becomethe assignment under §2.1 above, required under shall require the HSR Act for consent of any other party (or in the consummation event that any of the Merger and to avoid same shall be non-assignable), neither the entry of, or effect the dissolution of, agreements contemplated by this Agreement nor any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior actions taken hereunder pursuant to the Termination Dateprovisions 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, however, that in each such case, D▇▇▇ and Buyer shall 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. In furtherance of 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 Parties shall takehave been obtained on terms and conditions satisfactory to Buyer, in its reasonable discretion. If such consent is not obtained, D▇▇▇ shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefits under any such Transferred Rights, Obligations and not refrain from takingAgreements, including appointing Buyer to act as its agent to perform all of Dana’s obligations under such Transferred Rights, Obligations and shall cause their respective Affiliates to take Agreements and to not refrain from takingcollect 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 steps necessary to avoid rights of D▇▇▇ against any other person arising out of the breach or eliminate each cancellation of such Transferred Rights, Obligations and every impediment under Agreements by such other person or otherwise (any and all of which arrangements shall constitute, as between the HSR Act so as to enable the Parties to expeditiously close the Merger prior parties hereto, a deemed assignment or transfer); provided that, to the Termination Date. Notwithstanding anything extent that Buyer requires D▇▇▇ to undertake any services or take any actions in furtherance of the contrary in this Agreementperformance of such Transferred Rights, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operateObligations and Agreements, any such assetsservices or actions shall be the subject of a separate agreement that the parties shall, licensesin good faith, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect negotiate as promptly as possible and which shall be mutually acceptable to the capital stock parties. Each party shall be responsible for all of its costs and expenses incurred by it in connection with the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness required of such term or condition or action is conditioned upon the consummation of the Offer and the Mergerit under this §2.15.

Efforts. In furtherance and not in limitation of the foregoing, if and to the extent advisable and necessary to obtain the expiration or termination of the waiting period pursuant to the HSR Act and any approvals or consents of each Governmental Authority as set forth on Section 7.1(b) of the Company Disclosure Letter, as soon as reasonably practicable and in any event prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their obligations under respective controlled Affiliates to) (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (A) the sale, divestiture, license or other disposition of any and all of the 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 AgreementAgreement or the consummation of the Merger; provided, however, that, notwithstanding anything in the Buyer Parties 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, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as any Antitrust Laws, Foreign Investment Laws or other Legal Restraints to enable the Parties to expeditiously close consummate the Merger and the other transactions contemplated hereby prior to the Termination Date. Notwithstanding anything to the contrary ; provided however, that in this Agreementno event shall Parent, nothing in this Agreement, including any provision of this Section 7.2, shall require, Merger Sub or be construed to require, Parent or the Company or any of their respective Affiliates be required to proffer 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 agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein 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 any of their respective Affiliates (or to consent thereto); or (ii) to agree to take any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights action with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as Subsidiaries the effectiveness of such term which is not conditioned on the Closing occurring. In no event shall Parent, Merger Sub or condition their respective Affiliates be required to agree to obtain prior approval or action is conditioned upon 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 consummation of the Offer and the Mergertransactions contemplated by this Agreement).

Efforts. In furtherance (i) During the period from the date hereof and continuing until the earlier of the valid termination of this Agreement and the Closing Date, Buyer and its Affiliates shall not in limitation of their obligations under this Agreementtake any action, the Buyer Parties shallincluding entering into any transaction, and shall cause their respective Affiliates to, use their respective reasonable best efforts that would reasonably be expected to promptly obtain prevent or delay any clearance, consent, authorization filings or Order of any Governmental Authority that may be, or become, approvals required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior applicable competition Laws. (ii) Notwithstanding anything in this Agreement to the Termination Date. In furtherance of the foregoingcontrary, the Buyer Parties and its Subsidiaries shall take, and not refrain from taking, and shall or cause their respective Affiliates to take and to not refrain from takingbe taken, any and all steps necessary actions and do, or cause to avoid be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment under and obtain all consents required to permit the HSR Act so satisfaction of the conditions in Article VII, as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreementpromptly as reasonably practicable, including any provision of this Section 7.2, shall require, or be construed by offering to: (A) proffer and agree to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; , or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein and effectuate such actions with respect to such assets of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s Buyer or its Affiliates’ ability Subsidiaries (and the entry into agreements with, and submission to own Orders giving effect thereto) if such action is necessary to avoid, prevent, eliminate or operateremove the issuance of any Order that would reasonably be expected to materially delay, any such assetsrestrain, licensesprevent, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends enjoin or otherwise exercise full ownership prohibit consummation of the Transactions by any Governmental Entity; (B) terminate any existing relationships and contractual rights and obligations of Buyer including, after the Closing, with respect to the capital stock Business or any of the Company Transferred Assets; (C) amend or terminate existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s rights of ownership in, or ability to conduct the Surviving Corporationbusiness of, the Business or any of the Transferred Assets; and (E) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (D) (such actions in clauses (A) through (E), “Required Actions”); provided that Parent can compel (1) such Required Actions are conditioned upon and become effective only from and after the Company Closing and (2) for the avoidance of doubt, no Affiliate of Buyer (other than any Subsidiary) shall be required to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the MergerRequired Actions.

Efforts. In furtherance (a) The Buyer acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to the Contracts and such consents have not in limitation of their obligations under this Agreement, been obtained. The Buyer agrees the Seller shall not have any liability whatsoever to the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts arising out of or relating to promptly the failure to obtain any clearanceconsents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, consent, authorization acceleration or Order termination of any Governmental Authority Contract as a result thereof. The Buyer further agrees that may beno representation, warranty or become, required under the HSR Act for the consummation covenant of the Merger Seller contained herein shall be breached or deemed breached and to avoid no condition of the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing Buyer shall be deemed not to occur prior to the Termination Date. In furtherance be satisfied as a result of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) tothe failure to obtain any consent or as a result of any such default, sell, divest, lease, license, transfer, dispose of acceleration or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); termination or (ii) any litigation commenced or threatened by or on behalf of any Persons arising out of or relating to agree the failure to obtain any consent or any such default, acceleration or termination. (b) With respect to any material changes Contracts that may not be properly assigned to the Buyer because of the failure to obtain a required consent (including through "NONTRANSFERABLE CONTRACTS"), the Buyer shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any Losses that the Seller may have in connection with such Nontransferable Contracts as a licensing arrangementresult of the transactions contemplated by this Agreement. (c) or restriction on, or other impairment of Parent’s or its Affiliates’ ability With respect to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights Nontransferable Contract with respect to which the capital stock Seller and the Buyer are unable to obtain a separate agreement between the Buyer and the other party or parties, the Buyer shall have the right to require that the Seller use reasonable efforts to perform any such Nontransferable Contract, to the extent it relates to the Business, as agent for and for the account of the Company or Buyer, for a period up to one month following the Surviving CorporationClosing Date; provided PROVIDED, that Parent can compel the Company to (Buyer shall reimburse, indemnify and to cause its Affiliates to) agree to hold the Seller harmless for any and all costs, expenses, losses and liabilities incurred by the Seller in connection with taking such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Mergeraction.