Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their 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 to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the Company and Parent shall parties agrees to use their reasonable its best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under Applicable Law to consummate and make effective, as promptly as practicable, the transaction contemplated by this Agreement (including the satisfaction, but not waiver, of the Closing conditions set forth in Article 7). Each of the parties hereto shall use its best efforts to obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. In connection with, including and without limiting the foregoing, the Seller and the Purchaser shall (i) preparing and filing file as promptly as practicable with (and in any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions event within ten (10) Business Days of information, applications and other documents necessary, or in the reasonable judgment execution of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, ) with the U.S. Federal Trade Commission (ii“FTC”) obtaining and maintaining all approvals, consents, registrations, permits, authorizations the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the notification and other confirmations report form required under the HSR Act (the “HSR Filings”) with respect to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions transaction contemplated by this Agreement, and (iiiii) cooperating to the extent reasonable make, as promptly as practicable, all notifications and other filings required under any other applicable Merger Control Law (together with the other parties hereto HSR Filings, the “Antitrust Filings”). The Antitrust Filings shall be in their efforts to comply substantial compliance with their obligations under this Agreementthe requirements of applicable Law. The Purchaser shall pay all filing fees required in connection with all Antitrust Filings. (b) The Seller and the Purchaser will promptly inform the other party upon receipt of any communication from the FTC, the Antitrust Division or any other Governmental Authority regarding the transaction. If the Seller or the Purchaser (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Authority that is related to the transaction, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request. The Seller and the Purchaser agree not to participate, or to permit their Affiliates or representatives to participate, in any substantive meeting or discussion with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate duly represented by its external counsel. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Authority in connection with the transaction. In furtherance and not in limitation of the foregoing, each of Parent and party will, unless the Company shall make an appropriate filing of a Notification and Report Form pursuant parties otherwise agree, use all best efforts to the HSR Act resolve any objections that may be asserted with respect to the transactions contemplated hereby as promptly as practicable and transaction under any Merger Control Law. (c) Notwithstanding anything in any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act contrary, with respect to the matters covered in this Section 6.4, it is agreed that the Purchaser shall have the principal responsibility for devising and to use their reasonable best efforts to take all other actions implementing the strategy for obtaining any necessary to cause the expiration antitrust or termination of the applicable waiting periods under the HSR Act as soon as practicablecompetition clearances; provided, however, that nothing the Purchaser shall consult in this Agreement advance with the Seller and in good faith take the Seller’s views into account regarding the overall strategic direction of obtaining antitrust or competition clearance and consult with the Seller prior to taking any material substantive position in any written position, or, to the extent practicable, discussions with any Governmental Authority. The Seller shall requirenot make any offer, acceptance or be construed counter-offer to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any substantive proposed settlement, consent decree, commitment or remedy, except as specifically requested by or agreed with the Purchaser. (d) To the extent necessary in order to obtain the requisite Authorizations of Governmental Authorities, the Purchaser shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or encumberotherwise, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, leaseassignment or disposition of such assets or businesses of the Purchaser and its Affiliates, license, transfer, disposition or other encumbrance by Parenteffective as of the Closing Date, the Company Target Companies, or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses otherwise offer to take or interest therein or offer to consent to any agreement commit to take any action which it is lawfully capable of taking and if the foregoing actions) offer is accepted, take or commit to agree take such action, in each case, as may be required in order to avoid the commencement of any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability Action by any Governmental Authority to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of prohibit the transactions contemplated by this Agreement. Agreement on the basis of the Merger Control Laws, or if already commenced, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order issued or imposed on the basis of the Merger Control Laws so as to enable the Closing to occur as soon as reasonably possible, and in any event, not later than the End Date. The Purchaser shall not, and shall not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in or otherwise make any investment in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire or make any investment in any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or investment would reasonably be expected to (cA) The Parties shall use commercially reasonable efforts to: (i) take all other actions impose any delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or Order of any Governmental Authority necessary to cause consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; period, (iiB) resolve any objections which may be asserted by increase the risk of any Governmental Authority with respect to entering an Order prohibiting the consummation of the transactions contemplated by this Agreement; and hereby or (iiiC) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit materially delay the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein. (e) In addition, neither Party the Purchaser nor the Seller shall be required extend any waiting period under any applicable Merger Control Laws or enter into any agreement with any Governmental Authority not to agree to any material divestitureconsummate the transaction, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or except with the imposition of any material limitation on the ability of any prior written consent of the foregoing other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser and the Seller shall also refrain from taking, directly or indirectly, any action which would impair or frustrate any party’s ability to conduct their respective businesses or to own or exercise control of their respective assets and propertiesconsummate the transactions contemplated by this Agreement.

Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and applicable law, each of the Company parties hereto shall act in good faith and Parent shall use their commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated hereby as soon as practicable, including such actions or things as the other party may reasonably request in order to cause any of the conditions to such other party's obligation to consummate the transactions contemplated by this AgreementAgreement to be fully satisfied. Without limiting the foregoing, including (i) preparing the parties shall consult and fully cooperate with and provide assistance to each other in obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other person or entity as soon as reasonably practicable after filing. Prior to making any application to or filing as promptly as practicable with any Governmental Authority Entity or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, person or entity in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by connection with this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third each party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with shall provide the other parties hereto in their efforts party with drafts thereof and afford the other party a reasonable opportunity to comply with their obligations under this Agreementcomment on such drafts. (b) In furtherance As soon as practicable, and not in limitation of any event no later than ten (10) business days after the foregoingdate hereof, each of Parent and the Company parties hereto shall make an appropriate filing of a file any Notification and Report Form pursuant Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to the transactions contemplated hereby as Acquisition and shall promptly as practicable and in make any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material further filings pursuant thereto that may be requested pursuant necessary, proper or advisable. Each of Acquiror and the Company shall furnish to the HSR Act other such information and to use their reasonable best efforts to take all assistance as the other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party request in connection with the transactions contemplated by this Agreement and to make effective such transactions. If preparation of any submissions to, or agency proceedings by, any Governmental AuthorityEntity under the HSR Act, including and each of Acquiror and the Company shall keep the other promptly apprised of any antitrust authoritycommunications with, seeks amendments to the transactions contemplated by this Agreement and inquiries or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactionsrequests for information from, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesEntities.

Efforts. (a) Subject to Section 6.3, each party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their commercially reasonable efforts, to cause the terms and conditions Closing -52- to occur as soon as reasonably practicable after the date of this Agreement and, in any event, on or prior to the Termination Date, including taking all actions reasonably necessary to comply as promptly as reasonably practicable with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Each party shall not, and shall not permit any of their respective Affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (b) Prior to the Closing, subject to Section 6.3, each party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their respective commercially reasonable efforts, to obtain, and to cooperate in obtaining, all Consents from third parties, including any landlords and any Governmental Authorities, necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement and to make or give, and to cooperate in making or giving, all filings and notices necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than any reasonable filing or application fees). Without limiting the generality of the foregoing, each party shall, and Parent shall use their reasonable best efforts to takecause its Affiliates to, or cause to be takenprepare and file, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all actions documentation to effect all necessary or appropriate applications, notices, petitions and filings, including with respect to doany change of control Consent or notification requirements of applicable Governmental Authorities with jurisdiction over any Health Care Law, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate in connection with the transactions contemplated by this Agreement, including (i) preparing and filing to obtain as promptly as reasonably practicable and maintain all Consents necessary to be obtained from any third party, including any Governmental Authority. Each of the parties will consult and cooperate reasonably with the other in connection with any Governmental Authority filings, analyses, presentations and memoranda made or other submitted by or on behalf of itself or any of its Affiliates to any third party in accordance with this Section 6.2(b) (including, with respect to making a particular filing, by providing copies of all documentation such documents to the non-filing party and its advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Following the Closing, Seller shall use its commercially reasonable efforts, and shall cause its Affiliates to use their respective commercially reasonable efforts, to cooperate with Buyer’s and the Company’s and the Company Subsidiaries’ efforts to effect all necessary filingsor appropriate applications, notices, petitionspetitions and filings with, statementsand to obtain any and all Consents from, registrationsany Governmental Authority with jurisdiction over any Health Care Law, submissions in each case, as promptly as practicable, to the extent such applications, notices, petitions and filings cannot be made and such Consents cannot be obtained, by their terms, until following the Closing. (c) Between the date of informationthis Agreement and the Closing Date, applications Seller and other documents necessarythe Company shall give prompt notice to Buyer, or in the reasonable judgment of Parent or and Buyer shall give prompt notice to Seller and the Company, advisable to consummate (a) of any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (iib) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required of any Actions or Proceedings commenced relating to be obtained from or otherwise affecting such party or any Governmental Authority or other third party that are necessary, proper or advisable of its Affiliates which relate to consummate the transactions contemplated by this Agreement, and (iiic) cooperating if such party becomes aware of any fact, circumstance or event that -53- would reasonably be expected to cause any of the extent reasonable with the other parties hereto conditions set forth in their efforts Article VII not to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of be satisfied. Notwithstanding the foregoing, each it is understood and agreed that neither the delivery or non-delivery of Parent and the Company shall make an appropriate filing of a Notification and Report Form any notice pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in this Section 6.2(c) nor any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement disclosures provided thereby shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take affect any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses remedies or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock obligations of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreementparties hereunder. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

Efforts. (a) Subject to Upon the terms and subject to the conditions of in this Agreement, the Company and Parent shall each Party will use their commercially reasonable best efforts to take, or cause to be taken, take all actions action and to do, or cause to be done, do all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate and make effective the transactions contemplated Transaction as promptly as reasonably practicable, including (a) satisfaction, unless waived by this Agreementthe Party to whose benefit they would otherwise accrue, and (iii) cooperating to of the extent reasonable with the other parties hereto closing conditions in their efforts to comply with their obligations under this Agreement. Article 6, (b) In furtherance and not in limitation defending any Proceedings challenging the Transaction or the performance of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation obligations of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement Transaction, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent filings that are required in connection with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated herebyTransaction and (d) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance, books, records or other information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, including delivery to Buyer or one or more of its designees such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as Buyer shall deem reasonably necessary to vest at Closing in Buyer or one or more of their designees all right, title and interest in, to and under the Interests in the manner described herein, free and clear of all Liens (other than restrictions on sales of securities under the Securities Act), and in form and substance reasonably satisfactory to Buyer. From and after the Closing, Sellers and Buyer agree to, from time to time, execute and deliver such other documents, certificates, agreements, and other writings as any other Party reasonably requests, and to take such other actions, as may be reasonably necessary, proper, or advisable in order to (x) consummate or implement expeditiously the Transaction, (y) facilitate the transition of the Company, the Company Subsidiaries and the Business and (z) allow for the continued operation of the Company and each Company Subsidiary in the Ordinary Course. Notwithstanding anything to the contrary hereinforegoing in this Section 5.1, neither Party shall be required to agree to any material divestiture, sale, license or Lien none of any properties, assets or businesses by any Party Buyer or any of their respective Affiliatesits Affiliates will be obligated to make any payments, or the imposition of otherwise pay any material limitation on the ability of consideration, to any of the foregoing third party to conduct their respective businesses obtain any applicable consent, waiver or approval related to own or exercise control of their respective assets and propertiesthis Agreement.

Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, each of the Company and Parent Parties shall use their its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under Applicable applicable Law to consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable, including including: (i) preparing the preparation and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect of all necessary filingsapplications, notices, petitions, statementsregistrations, filings, ruling requests, and other documents, and the taking of all steps as may be necessary, to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, submissions of informationapprovals, applications permits, rulings, authorizations and other documents necessary, clearances necessary or advisable to be obtained from any Governmental Authority in the reasonable judgment of Parent or the Company, advisable order to consummate the transactions contemplated by this Agreement, (ii) the obtaining and maintaining of all approvalsother necessary Consents, consentslease estoppels or waivers from third parties, registrationsprovided that neither the Seller nor any of the Acquired Entities shall be obligated to make any payment in connection with seeking such Consents, permitslease estoppels or waivers or shall have any liability for failure to obtain any such Consents or waivers, authorizations and other confirmations required to be obtained from (iii) the defending of any Governmental Authority lawsuits or other third party that are necessarylegal proceedings, proper whether judicial or advisable to consummate administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (iiiiv) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance execution and not in limitation delivery of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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 instruments necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of consummate the transactions contemplated by this Agreement. (cb) The Subject to the other terms and conditions herein provided and without limiting the foregoing, the Parties shall (and shall cause their respective Subsidiaries to): (i) use their commercially reasonable efforts to: to cooperate with one another in (iA) take all other actions necessary determining which filings are required (or considered by the Parties to cause be advisable) under the expiration or termination HSR Act and (B) to make their respective filings under the HSR Act within 10 business days after execution of any applicable waiting periods under Applicable Law as soon as practicable; this Agreement; (ii) resolve promptly notify each other of any objections which may be asserted by communication concerning this Agreement and the transactions contemplated hereunder from any Governmental Authority and consult with respect and permit the other Party to review in advance any proposed communication concerning this Agreement and the transactions contemplated hereunder to any Governmental Authority; (iii) not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the transactions contemplated by this Agreement) with any Governmental Authority relating to any filings or investigation concerning this Agreement or the transactions contemplated hereunder unless it consults with the other Party and its Representatives in advance and invites the other Party’s Representatives to attend unless the Governmental Authority prohibits such attendance; (iv) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with draft copies prior to submission to a Governmental Authority, with reasonable time and opportunity to comment, of all correspondence, filings and communications (and memoranda setting forth the substance thereof) that they, their Subsidiaries or their respective Representatives intend to submit to any Governmental Authority, it being understood that correspondence, filings and communications received from any Governmental Authority shall be immediately provided to the other Party upon receipt; (v) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such necessary information and reasonable assistance as such other Party and its Subsidiaries may reasonably request in connection with their preparation of necessary filings, registrations or submissions of information to any Governmental Authority, including any filings necessary or appropriate under the provisions of the HSR Act; and (vi) deliver to the other Party’s outside counsel complete copies of all documents furnished to any Governmental Authority as part of any filing. (c) The Buyer shall use its reasonable best efforts to eliminate any concern on the part of any Governmental Authority regarding the legality of the transactions contemplated by this Agreement under the HSR Act. Notwithstanding anything herein to the contrary, the Buyer and Buyer Parent shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer, the Buyer Parent, the Company or any of their respective Affiliates, (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Company, Acquired Entities or any of their assets or businesses or any of the Buyer’s or its Affiliates’ other assets or businesses or (iii) takelimit the Buyer’s ability to acquire or hold, or cause to be takenexercise full rights of ownership with respect to, all actions necessary to obtain each consentthe Shares. (d) The Buyer, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection the Buyer Parent and the Seller shall proceed with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement unless a court or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit has issued an injunction or other order prohibiting the consummation closing of the transactions contemplated hereby. Notwithstanding anything and that injunction or order has been upheld by an appellate court or other appellate Governmental Authority. (e) In addition to the contrary hereinforegoing, neither Party the Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought under this Agreement. (f) Whether or not the Acquisition is consummated, the Buyer and the Seller shall each be responsible for 50% of all filing or application fees payable in connection with any filings or submissions to, or obtaining any consents, authorizations, orders, approvals or waivers from, any Governmental Authority under the HSR Act pursuant to this Section 5.4, provided that any such amount required to be paid by the Company prior to Closing that remains unpaid at the Closing shall be required to agree to any material divestiture, sale, license or Lien deemed a Transaction Expense for purposes of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesthis Agreement.

Efforts. (a) Subject to Each of the terms and conditions of this Agreement, the Company and Parent Parties shall use their commercially reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) The Parties shall (and will cause their Affiliates to) give any notices to, make or cause to be made any filings pursuant to the HSR Act and any other premerger filing statutes, if applicable, in any other jurisdiction that may be necessary, proper or advisable in order to consummate the transactions contemplated by this Agreement, including Agreement within ten (i10) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in Business Days following the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreementdate hereof, and (iii) cooperating to request early termination of any applicable waiting period. If the extent reasonable with United States Department of Justice Antitrust Division or Federal Trade Commission Bureau of Competition initiates a preliminary investigation or requests that the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance Parties provide additional information and not in limitation of materials on a voluntary basis, then the foregoing, each of Parent Parties agree that UP may withdraw and the Company shall make an appropriate filing of a refile its Premerger Notification and Report Form pursuant up to two times in accordance with the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days requirements. Each of the date of this Agreement Parties shall, and to supply as promptly as practicable any 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 shall cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts Subsidiaries and Affiliates to: (i) take all cooperate fully with each other actions and shall furnish to the other such necessary to cause information and reasonable assistance as the expiration or termination other may reasonably request in connection with its preparation of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by filings with any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to under any applicable law or contract, or otherwise) by such Party in connection with for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that no such information shall be required to make effective be provided by any Party if such transactions. If Party reasonably determines that the provision of such information is prohibited by confidentiality or other contractual obligations or would jeopardize any attorney-client or other legal privilege; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Subsidiaries and Affiliates from, or given by such Party to, any Governmental Authority, including and of any antitrust authoritycommunication received or given in connection with any proceeding by a third party seeking to enjoin the transactions contemplated herein, seeks amendments to in each case regarding the transactions contemplated by this Agreement and the Ancillary Agreements and in a manner that complies with contractual obligations and protects attorney-client privilege or commitments other legal privilege; and (iii) permit the other Parties to be undertaken review and incorporate the other Party’s reasonable comments in any communication given by it to any Party as Governmental Authority or in connection with any proceeding by a condition to refraining from third party seeking to block such transactionsenjoin the transactions contemplated herein, allowing in each case regarding the applicable waiting period to expire transaction contemplated by this Agreement and the Ancillary Agreements and in a manner that complies with contractual obligations and protects attorney-client privilege or releasing such Governmental Authority’s consent with respect to such transactions, other legal privilege. Each of the Parties shall commence and conduct good faith negotiations respond to informal inquiries or voluntary access letters of any Governmental Entity as may be necessary or advisable in accordance with each other for no less than fifteen (15industry practice. Notwithstanding the foregoing, nothing in this Section 6.4(b) days and use their reasonable best efforts to agree upon amendments to or in this Agreement which are necessary is deemed to obligate any Party or any of its Subsidiaries or Affiliates to (x) undertake any divestiture, disposition or otherwise take any other action not expressly required by this Agreement or the Ancillary Agreements or (y) comply with any requests for additional information or documentary material issued pursuant to 16 C.F.R. §803.20. (c) During the period after the date hereof but prior to the Closing, each Party shall promptly notify the other Parties in order writing of any pending or, to resolve the issues raised by Knowledge of such Governmental Authority and permit Party, threatened Legal Action challenging or seeking damages in connection with the transactions contemplated hereby or seeking to restrain or prohibit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

Efforts. (a) Subject to the terms and conditions herein provided, each of this Agreement, the Company and Parent shall parties hereto agrees to use their its commercially reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and effect the transactions contemplated by this Agreement on the earlier of January 15, 1998 or the date that is two business days after the expiration or termination of the applicable waiting period (and any extensions thereof) under Applicable Law the HSR Act, including, without limitation, obtaining all required consents and approvals, making all required filings and applications and, complying with or responding to any requests by Governmental Entities. The Buyer shall use commercially reasonable efforts to make all filings required under the HSR Act no later than December 24, 1997. AIP and the Management Shareholders shall cause the Company to use commercially reasonable efforts to assist the Parent in obtaining the Financing required to consummate the transactions contemplated by this Agreement, including but not limited to, causing the Company (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary action, and to obtain do, or cause to be done, all things necessary, proper or advisable to cause all of the indebtedness of the Company and the Subsidiaries under the U.S. Credit Agreement and the U.K. Credit Agreement to be repaid in full (using funds supplied or made available by the Parent) and all of the agreements and instruments relating to such indebtedness, including all security agreements, filings and related instruments, to be terminated to the reasonable satisfaction of the Buyer and (ii) to enter into the Senior Capital Facility provided for under the Bank Commitments. AIP shall use commercially reasonable efforts to cause each consent, approval or waiver (if any) of the other Sellers to execute this Agreement as soon as practical after the date hereof. The Buyer and the Sellers agree that no filings with any foreign Governmental Entities are required to be obtained (pursuant made prior to any applicable law or contract, or otherwise) by such Party in connection with the consummation of the transactions contemplated by this Agreement and to make effective such transactions. If that no filings shall be made with any Governmental Authority, including any antitrust authority, seeks amendments to Entities other than the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing filing required under the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesHSR Act.

Efforts. (a) Subject to Each of the terms and conditions of this Agreement, the Company and Parent Parties shall use their commercially reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) The Parties shall (and will cause their Affiliates to) give any notices to, make or cause to be made any filings pursuant to the HSR Act and any other premerger filing statutes, if applicable, in any other jurisdiction that may be necessary, proper or advisable in order to consummate the transactions contemplated by this Agreement, including Agreement within ten (i10) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in Business Days following the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreementdate hereof, and (iii) cooperating to request early termination of any applicable waiting period. If the extent reasonable with United States Department of Justice Antitrust Division or Federal Trade Commission Bureau of Competition initiates a preliminary investigation or requests that the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance Parties provide additional information and not in limitation of materials on a voluntary basis, then the foregoing, each of Parent Parties agree that UP may withdraw and the Company shall make an appropriate filing of a refile its Premerger Notification and Report Form pursuant up to two times in accordance with the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days requirements. Each of the date of this Agreement Parties shall, and to supply as promptly as practicable any 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 shall cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts Subsidiaries and Affiliates to: (i) take all cooperate fully with each other actions and shall furnish to the other such necessary to cause information and reasonable assistance as the expiration or termination other may reasonably request in connection with its preparation of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by filings with any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to under any applicable law or contract, or otherwise) by such Party in connection with for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that no such information shall be required to make effective be provided by any Party if such transactions. If Party reasonably determines that the provision of such information is prohibited by confidentiality or other contractual obligations or would jeopardize any attorney-client or other legal privilege; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Subsidiaries and Affiliates from, or given by such Party to, any Governmental Authority, including and of any antitrust authoritycommunication received or given in connection with any proceeding by a third party seeking to enjoin the transactions contemplated herein, seeks amendments to in each case regarding the transactions contemplated by this Agreement and the Ancillary Agreements and in a manner that complies with contractual obligations and protects attorney-client privilege or commitments other legal privilege; and (iii) permit the other Parties to be undertaken review and incorporate the other Party’s reasonable comments in any communication given by it to any Party as Governmental Authority or in connection with any proceeding by a condition to refraining from third party seeking to block such transactionsenjoin the transactions contemplated herein, allowing in each case regarding the applicable waiting period to expire transaction contemplated by this Agreement and the Ancillary Agreements and in a manner that complies with contractual obligations and protects attorney-client privilege or releasing such Governmental Authority’s consent with respect to such transactions, other legal privilege. Each of the Parties shall commence and conduct good faith negotiations respond to informal inquiries or voluntary access letters of any Governmental Entity as may be necessary or advisable in accordance with each other for no less than fifteen (15industry practice. Notwithstanding the foregoing, nothing in this Section 6.4(b) days and use their reasonable best efforts to agree upon amendments to or in this Agreement which are necessary is deemed to obligate any Party or any of its Subsidiaries or Affiliates to (x) undertake any divestiture, disposition or otherwise take any other action not expressly required by this Agreement or the Ancillary Agreements or (y) comply with any requests for additional information or documentary material issued pursuant to 16 C.F.R. §803.20. (c) During the period after the date hereof but prior to the Closing, each Party shall promptly notify the other Parties in order writing of any pending or, to resolve the issues raised by Knowledge *** Text Omitted and Filed Separately with the Secretary of the Commission Confidential Treatment Requested of such Governmental Authority and permit Party, threatened Legal Action challenging or seeking damages in connection with the transactions contemplated hereby or seeking to restrain or prohibit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

Efforts. (a) Subject to the terms and conditions of this AgreementSection 7.2(e), the Company and Parent each Party shall use their its 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 desirable under Applicable Law to consummate and make effective the transactions contemplated by this AgreementTransactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable pursuant to consummate the transactions contemplated by this Agreement, any Laws; (ii) obtaining using reasonable best efforts to obtain any required consents, approvals or authorizations under the HSR Act; and maintaining (iii) using reasonable best efforts to obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party pursuant to any Laws, in each case, that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this AgreementTransactions (collectively, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement“Regulatory Approvals”). (b) In furtherance and not in limitation of the foregoing, each of Parent the Parties shall, and shall cause their respective Affiliates to, (i) make or cause to be made all filings required of each of them or any of their respective Affiliates under the Company shall HSR Act with respect to the Transactions as promptly as practicable and within ten (10) Business Days after the date hereof, (ii) make an appropriate filing or cause to be made all filings required or advisable of a Notification and Report Form pursuant each of them or any of their respective Affiliates under any non-U.S. Laws similar to the HSR Act with respect to the transactions contemplated hereby Transactions as promptly as practicable and in any event within 10 Business Days of the date of this Agreement and practicable, (iii) use reasonable best efforts to supply provide as promptly as practicable any additional information that is reasonably requested by any Governmental Authority in respect of such filings or the Transactions and documentary material (iv) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act with respect to any such filing or the Transactions; provided that may the Parties understand and agree that no Party shall be requested obligated to (and, without each Party’s prior written consent, no Party shall): comply with any request under the HSR Act for additional information, documents or other materials (i.e., a “second request”). (c) Each Party shall use its reasonable best efforts to furnish to the other Parties all information required for any application or other filing to be made pursuant to the HSR Act or other Laws in connection with the Transactions. Each Party will advise the other Parties promptly (and in any event within two (2) Business Days prior to use their reasonable best efforts communicating such agreements with any Governmental Authority) of any understandings, undertakings or agreements (oral or written) that such Party proposes to take all make or enter into with any Governmental Authority in connection with the Transactions. Each Party shall promptly inform the other actions necessary Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filing or the Transactions. No Party shall independently participate in any meeting with any Governmental Authority in respect of any such filing or any investigation or other inquiry with respect to cause the expiration or termination Transactions without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. Subject to applicable waiting periods Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act or other regulatory Laws with respect to the Transactions. Each Party shall have the right to (i) review and approve in advance, with such approvals not to be unreasonably withheld or delayed, all filings with any Governmental Authority to be made jointly in connection with the Transactions and (ii) review and comment on in advance, with such comments to be considered by the filing Party in good faith, all filings with any Governmental Authority to be made by the other Parties in connection with the Transactions. Notwithstanding the foregoing, any Party may, as soon it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section ‎7.2 as practicable; provided“outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the receiving Party, howeverand the receiving Party shall cause such outside counsel not to disclose such materials or information to any employees, that officers, directors or other representatives of the receiving Party, unless express written permission is obtained in advance from the source of the materials. Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall require, or be construed require any Party to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent provide to any sale, divestiture, lease, license, transfer, disposition other Party any information or other encumbrance by Parent, the Company materials that are sensitive personally identifiable information or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreementlegally privileged. (cd) The Parties Subject to Section 7.2(e), in furtherance and not in limitation of the actions and obligations of each Party set forth in this Section ‎7.2, each Party shall, and shall cause its Affiliates to, use commercially its respective reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law promptly resolve such objections, if any, as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions under the HSR Act so as to enable Closing as promptly as practicable but, in any event, no later than the Outside Date; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for provided that no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree institute (or threaten to institute) any Proceeding to defend the Transactions, and if any Proceeding is instituted (or threatened to be instituted) challenging the Transactions as in violation of the HSR Act or any other Laws, no Party shall be obligated to contest and resist any such Proceeding (including that no Party shall be required to pursue any available avenues of administrative and judicial appeal). Each Party shall, and shall cause its Affiliates to, use its respective reasonable best efforts to take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under the HSR Act with respect to the Transactions as promptly as possible after the execution of this Agreement, and each Party shall not (and shall cause its Affiliates not to) take any action (including any other acquisition or any agreement for any other acquisition) that would be reasonably likely to prevent or materially delay the receipt of any Regulatory Approvals. None of the Parties shall stay, toll, or extend any applicable waiting period under the HSR Act, or pull or refile any filing made under the HSR Act without the advance written agreement of the other Parties. (e) Each Party further agrees that it shall, and shall cause its Affiliates to, use reasonable best efforts to obtain any necessary Regulatory Approval, including under the HSR Act, or pursuant to any material Laws to the extent required to satisfy the conditions set forth in Section ‎8.1, Section ‎8.2 or Section ‎8.3, as applicable (provided that the reasonable best efforts of a Party shall not obligate a Party to waive any such condition), and to use reasonable best efforts to try to avoid the commencement of any Proceeding by any Governmental Authority seeking, or the entry of, any writ, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would result in, or to have lifted, vacated, reversed or terminated, any writ, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Transactions; provided that the Parties understand and agree that no Party nor any of its Affiliates shall be obligated to (and, without each Party’s prior written consent (not to be unreasonably withheld), no Party shall) (i) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, saletransfer, license or Lien other disposition of any properties, assets or businesses of the Business Entities, Buyer or any of their respective Affiliates (including equity interests held by Buyer or any Party of its Affiliates in entities with assets or businesses); (ii) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, behavioral limitations on any assets or businesses of the Business Entities, Buyer or any of their respective Affiliates (including equity interests held by Buyer or any of its Affiliates in entities with assets or businesses); (iii) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, the termination, modification, transfer or other action with respect to any existing relationships and contractual rights and obligations of the Business Entities, Buyer or any of their respective Affiliates; (iv) otherwise offer to take or offer to commit to take any action that it is capable of taking that limits or affects its freedom of action; and (v) in the event that any writ, decree, judgment, injunction or other order, whether temporary, preliminary or permanent, issued by any Governmental Authority is entered or becomes reasonably foreseeable to be entered in any Proceeding that would make consummation of the Transactions unlawful or that would prevent or delay consummation of the Transactions, take any steps (including the appeal thereof, the posting of a bond or the imposition of any material limitation on the ability of any taking of the foregoing steps contemplated by clauses (i), (ii), (iii) and (iv) above) necessary to conduct their respective businesses vacate, modify or suspend such writ, decree, judgment, injunction or other order. (f) Whether or not the Closing occurs, Buyer shall be responsible for the payment of all applicable filing fees under the HSR Act and all non-U.S. Laws similar to the HSR Act, and each of Buyer and Sellers shall be responsible for the payment of such Party’s own or exercise control of their respective assets legal and propertiesconsulting fees.

Efforts. (a) Subject to the terms and conditions hereof and without limiting any of this Agreementthe provisions of Section 7.6, the Company and Parent each Party shall use their its commercially reasonable best efforts to take(a) consummate the transactions contemplated by this Agreement as promptly as practicable and (b) obtain, or cause to be takenobtained, all actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and to do, or cause approvals required to be done, all things necessary, proper obtained from any Governmental Authorities or advisable under Applicable Law third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The “commercially reasonable efforts” of (i) the Company or Seller shall not require any of the Company Group or its Representatives to consummate expend any money to remedy any breach of any representation or warranty hereunder or to obtain any consent required for consummation of the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority other than de minimis administrative fees or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required fees for which Purchaser agrees to be obtained from any Governmental Authority or other third party that are necessaryresponsible, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation for consummation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iiiii) take, Purchaser shall not require any of Purchaser or cause its Representatives to be taken, all actions necessary expend any money to remedy any breach of any representation or warranty hereunder or to obtain each consent, approval or waiver (if any) any consent required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with for consummation of the transactions contemplated by this Agreement Agreement, other than de minimis administrative fees and any fees required to make effective such transactionsbe paid by Purchaser under applicable Law in order for the consent of the relevant Governmental Authority to be obtained. If any Governmental Authority▇▇▇▇▇▇ further agrees to deliver to Purchaser, including any antitrust authority, seeks amendments at least five (5) Business Days prior to the transactions contemplated by this Agreement or commitments Closing Date, for Purchaser’s review and comment, a preliminary copy of the ESOP Fairness Opinion. Seller shall use commercially reasonable efforts to be undertaken by any Party as a condition cause the ESOP Financial Advisor to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct (A) consider in good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything Purchaser’s comments to the contrary herein, neither Party shall be required ESOP Fairness Opinion and (B) render the signed ESOP Fairness Opinion to agree the Trustee prior to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesOutside Date.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions of this AgreementSeller shall, the Company and Parent shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable any applicable Law to consummate and make effective as promptly as reasonably practicable the Transaction and the other transactions contemplated by this Agreement, including (i) preparing the preparation and filing of all forms, registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 8.1) and to consummate the Transaction and the other transactions contemplated by this Agreement as promptly soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Purchaser and Seller shall, and shall cause their respective Affiliates to, take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Entities (or Subsidiaries thereof) or any of their Affiliates in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. (b) Prior to the Closing, Purchaser and Seller shall each keep the other apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.3, each Party shall promptly consult with the other Party to provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of) all Filings made by such Party or any of its Affiliates with any Governmental Authority Entity or any other information supplied by such Party or any of its Affiliates to, or correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.3, each Party shall promptly inform the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally of) any communication received by such Party or any of its Affiliates or Representatives from any Governmental Entity regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity. If either Party or any Affiliate or Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in compliance with such request. None of Purchaser, its Affiliates or its Representatives shall participate in any meeting with any Governmental Entity in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement (or make oral submissions at meetings or in telephone or other conversations) unless it consults with Seller in advance and, to the extent not prohibited by such Governmental Entity, gives Seller the opportunity to attend and participate thereat. Subject to the Confidentiality Agreement and Section 5.3, each Party shall furnish the other Party with copies of all correspondence and Filings (and memoranda setting forth the substance thereof) between it or any of its Affiliates or Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of Filings to any such Governmental Entity. Purchaser and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel 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 (Purchaser or Seller, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Agreement may be redacted (i) to remove references concerning the valuation of or future plans for the Business or the Sale Process, (ii) as necessary to comply with contractual obligations or applicable Law and (iii) as necessary to address reasonable privilege concerns. (c) ▇▇▇▇▇▇▇▇▇ agrees to provide such security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Entity or other third party whose Approval is sought in connection with the Transaction and the other transactions contemplated by this Agreement. Whether or not the Transaction is consummated, Purchaser shall be responsible for all documentation fees and payments (including filing fees and legal and professional fees) to effect all necessary filingsany third party or any Governmental Entity in order to obtain any Approvals pursuant to this Agreement, noticesother than the fees of and payments to Seller’s legal and professional advisors. (d) Notwithstanding anything in this Agreement to the contrary, petitionsnone of Seller, statementsthe other Seller Entities or any of their respective Affiliates shall under any circumstance be required to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, registrationsregardless of any provision to the contrary in the underlying Contract, submissions including any requirements for the securing or posting of informationany bonds, applications and other documents necessaryletters of credit or similar instruments, or the furnishing of any guarantees) to any Person to obtain any Approval. None of Seller, the other Seller Entities or any of their respective Affiliates shall have any Liability whatsoever to Purchaser or any of its Affiliates arising out of or relating to the failure to obtain any Approvals that may be required in connection with the reasonable judgment Transaction and the other transactions contemplated by this Agreement or because of Parent the termination of any Contract or the Companyany default under, advisable or acceleration or termination of or loss of any benefit under, any Contract or other Purchased Asset as a result thereof. Purchaser acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition to Purchaser’s obligations to consummate the transactions contemplated by this AgreementAgreement (other than as a result of the failure to satisfy a condition expressly set forth in Section 8.1(a)) shall be deemed not satisfied, as a result of (i) the failure to obtain any Approval, (ii) obtaining and maintaining all approvalsany such termination, consentsdefault, registrationsacceleration or loss of benefit, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the extent reasonable with failure to obtain any such Approval or any of the other parties hereto in their efforts to comply with their foregoing. For the avoidance of doubt, Seller’s and its Affiliates’ obligations under this Agreement. (b) In furtherance and not Section 5.1 shall be subject in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant all respects to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days applicable provisions of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this AgreementSection 2.10. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, the Company and its Subsidiaries, Parent and Merger Sub shall use, and Parent shall use cause the Guarantors to use, their respective reasonable best efforts to taketake promptly, or cause to be taken, all actions actions, and to dodo 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 Law applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable and in any event prior to the End Date, 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 Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filingshowever, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or that in the reasonable judgment of Parent or no event shall the Company, advisable any of its Subsidiaries, Parent or Merger Sub be required to consummate pay 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 AgreementAgreement under any contract or agreement. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company, its Subsidiaries, Parent and Merger Sub shall, and Parent shall cause the Guarantors to, (iii) obtaining promptly, but in no event later than twenty (20) Business Days after the date hereof, file any and maintaining all approvals, consents, registrations, permits, authorizations required Notification and Report Forms under the HSR Act with respect to the Merger and the other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their respective 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; the HSR Act, (ii) resolve use their respective reasonable best efforts to cooperate with each other in (x) determining whether any objections which may filings are required to be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takemade with, or cause to be takenconsents, all actions necessary to obtain each consentpermits, approval authorizations, waivers, clearances, approvals, and expirations or waiver (if any) terminations of waiting periods are required to be obtained (pursuant to from, any applicable law third parties or contract, or otherwise) by such Party Governmental Entities in connection with the transactions contemplated by execution and delivery of this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding hereby and (y) promptly 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 documents that may be requested pursuant to any Law or by such Governmental Entity, and (iv) if a Government Entity required to grant a clearance or approval required to satisfy Section 6.1(b) (as it relates to the condition in Section 6.1(c) and/or Section 6.3(e)), Section 6.1(c), and/or Section 6.3(e) of this Agreement objects in writing to the Merger, or an authorized representative of such Governmental Entity indicates a reasonable likelihood of objecting to the Merger, on the basis of the participation of any Guarantor, then Parent shall, and Parent shall cause each of the Guarantors to, upon notice from the Company, use its reasonable best efforts promptly to (x) contact (as coordinated by Parent) up to ten (10) potential investors (including up to five (5) identified by the Company) in the aggregate for Parent and all of the Guarantors to solicit their interest in replacing such Guarantor on the same terms as are applicable to such Guarantor, (y) provide reasonable information of Parent and the Company and engage in good faith discussions with such potential investors regarding the Company’s business, in each case subject to an appropriate confidentiality agreement, and (z) cause a potential investor(s) to replace such Guarantor as promptly as practicable to enable the conditions set forth in Section 6.1(b) (as it relates to the condition in Section 6.1(c) and/or Section 6.3(e)), Section 6.1(c), and/or Section 6.3(e) to be satisfied prior to the End Date; provided that notwithstanding any provision herein to the contrary, Parent shall be entitled in its sole discretion to determine whether to permit any such potential investor to replace such Guarantor and in no event shall the failure to replace such Guarantor constitute a breach of any provision of this Agreement; provided that, notwithstanding anything to the contrary hereinin Section 5.6(a), neither Party this Section 5.6(b), Section 5.6(d) or elsewhere in this Agreement, but subject to Section 5.6(c), in no event shall be required to agree to Parent, Merger Sub, any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party Guarantor or any of their respective Affiliates, or be obligated in connection with the imposition receipt of any material limitation on the ability consent, permit, authorization, ruling, waiver, clearance, approval, expiration or termination of any waiting period from any Governmental Entity or required under applicable Law, to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to make payments or enter into any commercial arrangement, or commit, or commit to take, any action which action limits the freedom of the foregoing to conduct their respective businesses action of Parent, Merger Sub, any Guarantor or to own or exercise control any of their respective assets Affiliates with respect to its or the Company’s businesses, product lines or assets. (c) Each of Parent, Merger Sub and propertiesthe Company shall use, and Parent shall cause the Guarantors to use, their respective reasonable best efforts to obtain a written notification issued by the Committee on Foreign Investment in the United States (“CFIUS”) that it has concluded a review of the notification voluntarily provided pursuant to the Defense Production Act of 1950, as amended, and determined not to conduct a full investigation or, if a full investigation is deemed to be required, notification that the U.S. government will not take action to prevent the transactions contemplated hereby from being consummated (such notification, the “CFIUS Approval”). Such reasonable best efforts shall include promptly making any pre-notification and notification filings required in connection with the CFIUS Approval, furnishing all information specified by regulation to be included in a joint voluntary notice to CFIUS, and using reasonable best efforts to provide any information requested by CFIUS or the Defense Security Service in connection with its review of the transactions contemplated hereby. With respect to obtaining CFIUS Approval, the term “reasonable best efforts” shall be interpreted in light of past CFIUS reviews and investigations relating to Government of Singapore Investment Corporation Pte Ltd. (d) The Company, Parent and Merger Sub shall cooperate and consult with each other in connection with the making of all registrations, filings, notifications, communications, submissions, and any other material actions pursuant to this Section 5.6, and subject to applicable legal limitations and the instructions of any Governmental Entity, the Company, on the one hand, and Parent and Merger Sub, on the other hand, 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 Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. Subject to applicable Law relating to the exchange of information, the Company, on the one hand, and Parent and Merger Sub, on the other hand, 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 notifications or filings and any written communications or submissions, and with respect to any such notification, filing, written communication or submission, any documents submitted therewith to any Governmental Entity; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the businesses of the Company and its Subsidiaries, or proposals from third parties with respect thereto, (y) as necessary to comply with contractual agreements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Each of the Company, Parent and Merger Sub agrees not to, and Parent shall cause the Guarantors 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 or requested otherwise by such Governmental Entity, gives the other party the opportunity to attend and participate. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, but subject to Section 5.6(b) and Section 5.6(c), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging this Agreement or the consummation of the Merger or any other transaction contemplated by this Agreement including as violative of any Law, each of the Company, Parent and Merger Sub shall cooperate in all respects with each other and shall use, and Parent shall (in the case of a challenge based upon any Regulatory Law) cause any Guarantor party to such action or proceeding to 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 and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or Section 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. The parties hereto agree that all obligations of the Company, its Subsidiaries, Parent and Merger Sub relating to efforts to obtain the Financing are set forth exclusively in Section 5.11 and not this Section 5.6.

Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 4.04(c), each of Parent, Seller and the Company and Parent Purchaser and its affiliates shall use their its reasonable best efforts to takecause the Closing to occur, or cause including using its reasonable best efforts to be takenobtain all material consents, all actions Permits, authorizations and approvals of, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect make all necessary filings, noticesnotifications or registrations with, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in all Governmental Entities which are necessary for the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion consummation of the transactions contemplated by this Agreement. None of Parent, Seller, the Company and Purchaser shall, and none shall permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to result in any of the conditions set forth in Article V not being satisfied, including affecting any acquisitions. (b) Each of Parent, Seller and Purchaser shall as promptly as practicable, but in no event later than five business days following the execution and delivery of this Agreement, file or cause to be filed with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of Parent, Seller and Purchaser shall furnish to the other such necessary information in its possession and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Parent, Seller and Purchaser shall keep each other appraised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request and shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act. Each party shall promptly substantially comply with any request for any additional information or materials. Each party shall use its best efforts to obtain any clearance required under the HSR Act for the consummation of the transactions contemplated by this Agreement. Parent, Seller and Purchaser shall also cooperate to make any required filings outside the United States as promptly as practicable after the execution and delivery of this Agreement but in no event later than 15 days after the Closing. For purposes of this Section 4.04, the "efforts" of Purchaser shall include promptly (i) opposing any motion or action for a temporary, preliminary or permanent injunction against the Acquisition and (ii) if Purchaser loses such motion or action for a preliminary or permanent injunction, entering into a consent decree containing Purchaser's agreement to hold separate and divest the products and assets of the Company and its subsidiaries or Purchaser and its affiliates, as the case may be, as required by the FTC, the DOJ or any other Governmental Entity. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement; Agreement may be required from parties to the Contracts listed on the Schedules hereto and (iii) takethat such consents and waivers have not been obtained. Purchaser agrees that Parent, Seller and their respective affiliates shall not have any liability whatsoever to Purchaser arising out of or cause relating to be taken, all actions necessary the failure to obtain each consent, approval any consents or waiver (if any) waivers that may be required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement or because of the termination of any Contract as a result thereof. Purchaser further agrees that no representation, warranty or covenant of Parent, Seller or the Company or its subsidiaries contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to make effective obtain any such transactions. If consent or waiver, (ii) any Governmental Authoritysuch termination or (iii) any lawsuit, including action, pro ceeding or investigation commenced or threatened by or on behalf of any antitrust authority, seeks amendments person arising out of or relating to the transactions contemplated by this Agreement failure to obtain any such consent or commitments any such termination. Prior to be undertaken by any Party as a condition to refraining from seeking to block such transactionsthe Closing, allowing Parent, Seller and the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactionsCompany shall, and shall cause the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation subsidiaries of the transactions contemplated hereby. Notwithstanding anything to Company to, cooperate with Purchaser, upon the contrary hereinrequest of Purchaser, neither Party in any reasonable manner in connection with Purchaser obtaining any such consents and waivers; PROVIDED, HOWEVER, that such cooperation shall be required to agree to not include any material divestiturerequirement of Purchaser, saleParent, license or Lien of any properties, assets or businesses by any Party Seller or any of their respective Affiliates, or affiliates (including the imposition of any material limitation on Company and the ability of any subsidiaries of the foregoing Company) to conduct their respective businesses expend money, commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to own or exercise control of their respective assets and propertiesany third party.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions of this Agreement, the Company and Parent Seller shall use their 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 any applicable Law to consummate and make effective in the most expeditious manner possible (and, in any event, prior to the Outside Date) the Transaction and the other transactions contemplated by this Agreement, including (i) preparing the preparation and filing as promptly as practicable with any Governmental Authority or other third party of all documentation forms, registrations and notices required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable be filed to consummate the Transaction and the other transactions contemplated by this Agreement, Agreement as soon as practicable and advisable and (ii) obtaining the execution and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from delivery of any Governmental Authority or other third party that are necessary, proper or advisable additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement, Agreement and (iii) cooperating to fully carry out the extent reasonable with the other parties hereto in their efforts to comply with their obligations under purposes of this Agreement. (b) In furtherance and not in limitation of . Without limiting the foregoing, each of Parent Purchaser and the Company Seller 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain (and shall cooperate with each consent, approval or waiver other in obtaining) any Antitrust Approvals (if anywhich actions shall include furnishing all information required in connection with such Antitrust Approvals) required to be obtained to satisfy the conditions set forth in Section 7.1(a) (pursuant if the injunction, restraint or other Order relates to any applicable law or contract, or otherwiseAntitrust Law) by such Party in connection with and to consummate the Transaction and the other transactions contemplated by this Agreement Agreement. Additionally, and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to without limiting the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, specific other obligations of the Parties set forth in this Agreement, each of Purchaser and Seller shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their its reasonable best efforts to agree upon amendments fulfill all conditions precedent to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and shall not take, or permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliatesits Affiliates to take, any action after the date of this Agreement that would reasonably be expected to prevent, impair or materially delay the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesClosing.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Company and Parent the Purchaser shall, and the Company shall cause its Subsidiaries to, use their reasonable best 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, confirmation, determination, 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, Bear St▇▇▇▇▇ ▇r any of the members of Doral GP Ltd. listed in Section 6.1(d)(ii) of the Purchaser Disclosure Schedule in connection with the transactions contemplated by this Agreement and the other Transaction Agreements; provided, however, that the Purchaser shall not be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in the last sentence of Section 6.1(d)(i). (b) Subject to the terms and conditions of this Agreement (including the proviso in Section 5.8(a)), each of the Company and the Purchaser agrees to use reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby and by the other Transaction Agreements, including using reasonable best efforts to (i) 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 this Agreementthe other Transaction Agreements, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (ii) obtaining and maintaining all approvalsdefend any litigation seeking to enjoin, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority prevent or other third party that are necessary, proper or advisable to consummate delay the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation consummation of the foregoing, each of Parent and the Company 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 10 Business Days of or by the date of this Agreement and to supply as promptly as practicable any additional information and documentary other Transaction Agreements or seeking 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreementdamages. (c) The Parties Company agrees that as promptly as practicable after the date hereof it shall use commercially reasonable efforts to: (i) take all other actions necessary give stop transfer instructions to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority transfer agent for the Common Stock with respect to shares of Common Stock held by the transactions contemplated by this shareholders party to that certain Voting Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party dated as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to date hereof (the contrary herein“Voting Agreement”), neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or and among the imposition of any material limitation on Purchaser and the ability of any shareholders of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesCompany signatories thereto.

Efforts. (a) Subject to On the terms and subject to the conditions of this Agreement, the Company each of Seller and Parent Purchaser shall use their its commercially reasonable best efforts to take, take or cause to be taken, taken all actions and to do, do or cause to be done, done all things necessarynecessary or appropriate to satisfy the conditions to the Closing, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreementhereby and to comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing. In particular, including but not in limitation of the immediately prior sentence, (iy) preparing each of Seller and filing as promptly as practicable Purchaser shall comply with all Laws applicable to transactions of the type contemplated hereby that relate to its obligations to inform or consult with any Governmental Authority Employees regarding the Agreement or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iiiz) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties Seller shall use commercially reasonable efforts to: (i) take to assist Purchaser in obtaining all other actions Permits necessary to cause its continuing the expiration or termination Business in the ordinary course consistent with prior practice. In addition, Purchaser shall use its commercially reasonable efforts to engage a third party payroll vendor to operate the payroll of any applicable waiting periods under Applicable Law the Business as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect reasonably practicable following the Closing. Prior to the transactions contemplated by this Agreement; Closing, neither party shall, and (iii) takeneither party shall permit any of its affiliates to, without the prior written consent of the other party, take or cause fail to be taken, all actions necessary to obtain each consent, approval take any action or waiver (if any) required to be obtained (pursuant to enter into any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authoritytransaction, including any antitrust authoritymerger, seeks amendments acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to the transactions contemplated by this Agreement materially impair, delay or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the prevent consummation of the transactions contemplated herebyAcquisition. Notwithstanding anything Following the Closing, each of Seller and Purchaser shall execute and deliver such further documents, certificates and agreements and take such further actions as are necessary or reasonably requested by the other party to consummate the contrary hereinAcquisition, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or transfer the imposition of any material limitation on Transferred Assets and assume the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesAssumed Liabilities.

Efforts. (a) Subject to the terms and conditions of this Agreementhereof, the Company and Parent each party hereto shall use their reasonable best good faith efforts to take, or cause to be taken, all actions consummate and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate make effective the transactions contemplated by the Merger and this Agreement, including (i) preparing and filing Agreement as promptly as practicable in accordance 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 necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent The Company and the Company shall make an appropriate filing Purchaser will as promptly as practicable file with the Federal Trade Commission and the Department of a Notification Justice the notification and Report Form report forms required for the transactions contemplated hereby and any supplemental information that may be reasonably requested in connection therewith pursuant to the HSR Act Act, which notification and report forms and supplemental information will comply in all material respects with the requirements of the HSR Act. The Company shall pay all filing fees required with respect to the transactions contemplated hereby as promptly as practicable notification, report and in any event within 10 Business Days other requirements of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this AgreementAct. (c) The Parties If at any time prior to the Effective Time any event or circumstance relating to either the Company or Purchaser or any of their respective subsidiaries, should be discovered by the Company or Purchaser, as the case may be, and which should be set forth in an amendment to the Proxy Statement, or Schedule 13E-3, the discovering parties will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional documents, assignments and other instruments, the proper officers and directors of each party to this Agreement shall use commercially reasonable efforts to: (i) take all such necessary action. (d) Each of the parties agrees to cooperate with each other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) takein taking, or cause causing to be taken, all actions necessary to obtain each consentdelist the Common Shares from the NASDAQ National Market System ("NASDAQ") or the OTC Bulletin Board ("OTC") if the listing requirements would no longer be satisfied after the Effective Time, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make terminate registration of the Common Shares under the Exchange Act; provided, that such delisting and deregistration shall not be effective until after the Effective Time, unless such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated earlier time is required by this Agreement NASDAQ or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactionsOTC, the Parties SEC or other applicable governmental entity or self regulatory organization. (e) Purchaser shall, and shall commence cause its officers, directors and conduct good faith negotiations with each other for no less than fifteen (15) days and stockholders who are also executive officers of the Company, to use their reasonable its best efforts to agree upon amendments ensure that the Company continues to this Agreement which are necessary operate its business in order the ordinary course and to resolve maintain sufficient cash to pay the issues raised by such Governmental Authority aggregate Merger Price and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesOption Price.

Efforts. (a) Subject to the terms and conditions provided herein, each of this Agreementthe Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and Parent shall use their all reasonable best efforts to takemake, or cause to be takenmade, all actions filings necessary or proper under applicable Laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including (i) preparing but not limited to cooperation in the preparation and filing as promptly as practicable with of the Offer Documents, the Schedule 14D-9 and any Governmental Authority actions or filings related thereto, the Proxy Statement, or other third party all documentation foreign filings and any amendments to effect all any thereof, and cooperation in obtaining approvals necessary filingsfrom Government Entities to continue fully existing operations. In addition, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, if at any time prior to the Effective 34 Time any event or in circumstance relating to either the reasonable judgment of Company or Parent or the CompanyPurchaser or any of their respective subsidiaries should be discovered by the Company or Parent, advisable as the case may be, which should be set forth in an amendment to consummate the transactions contemplated by Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, (ii) obtaining including the execution of additional instruments, the proper officers and maintaining directors of each party to this Agreement shall take all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementsuch necessary action. (b) In furtherance and not in limitation Each of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant parties will use its commercially reasonable efforts to the HSR Act with respect to the transactions contemplated hereby obtain as promptly as practicable all Consents of any Governmental Entity or any other person required in connection with, and in waivers of any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material Violations that may be requested pursuant to caused by, the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination consummation of the applicable waiting periods under transactions contemplated by the HSR Act as soon as practicable; Offer and this Agreement, provided, however, that nothing in that, notwithstanding any other provision of this Agreement Agreement, the Company shall requirenot, or without Parent's prior written consent, and Parent shall not be construed to require, Parent to proffer obligated to, or agree to, sell, to divest, lease, license, transfer, dispose of or otherwise hold separate or encumberotherwise materially restrict the use or operation of any business or assets of Parent, before Purchaser or after the Effective TimeCompany, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, which divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction onhold separate, or other impairment restriction would, in the good faith judgment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, as the case may be. (c) The Company or materially diminish shall give Parent the benefits reasonably anticipated opportunity to be achieved through participate in the completion defense of any Litigation against the Company, any of its subsidiaries and/or any of the Company's directors relating to any of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts . In the event that a claim is asserted against any of the parties hereto or any of their respective affiliates, relating to: (i) take all other actions necessary to cause the expiration , based in whole or termination in part on events or conditions occurring or existing in connection with, or arising out of, any of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause each of the parties hereto agrees to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection fully cooperate with the transactions contemplated by this Agreement and to make effective other parties hereto in the defense of any such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to claim at the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation expense of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesparty against whom such claim is asserted.

Efforts. (a) Subject to the terms and conditions provided herein, each of this Agreementthe Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and Parent shall use their all reasonable best efforts to takemake, or cause to be takenmade, all actions filings necessary or proper under applicable Laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including (i) preparing but not limited to cooperation in the preparation and filing as promptly as practicable with of the Offer Documents, the Schedule 14D-9 and any Governmental Authority actions or filings related thereto, the Proxy Statement, and filings required under the HSR Act, or other third party all documentation foreign filings and any amendments to effect all any thereof, and cooperation in obtaining approvals necessary filingsfrom Government Entities to continue fully existing operations. In addition, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, if at any time prior to the Effective Time any event or in circumstance relating to either the reasonable judgment of Company or Parent or the CompanyPurchaser or any of their respective subsidiaries should be discovered by the Company or Parent, advisable as the case may be, which should be set forth in an amendment to consummate the transactions contemplated by Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, (ii) obtaining including the execution of additional instruments, the proper officers and maintaining directors of each party to this Agreement shall take all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementsuch necessary action. (b) In furtherance and not in limitation Each of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant parties will use its commercially reasonable efforts to the HSR Act with respect to the transactions contemplated hereby obtain as promptly as practicable all Consents of any Governmental Entity or any other person required in connection with, and waivers of any Violations that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement, provided, however, that, notwithstanding any other provision of this Agreement, the Company shall not, without Parent's prior written consent, and Parent shall not be obligated to, agree to divest, hold separate or otherwise materially restrict the use or operation of any business or assets of Parent, Purchaser or the Company, which divestiture, agreement to hold separate, or other restriction would, in any event the good faith judgment of Parent, have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, as the case may be. (c) Without limiting the foregoing, within 10 Business Days of five business days after the date of this Agreement Agreement, the Parent will make all necessary filings and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to submissions under the HSR Act Act, and to use their reasonable best efforts to take the Company will make all other actions necessary to cause the expiration or termination of the applicable waiting periods filings and submissions under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed but no later than the date required by the HSR Act and rules promulgated thereunder. The Company and Parent agree to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after comply with other requests for information from the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, Federal Trade Commission and/or the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any Antitrust Division of the foregoing actions) or Department of Justice ("Antitrust Governmental Entities"), to the extent required by applicable Law. The Company and Parent agree to any material changes share equally all filing fees associated with filing of the Notification and Report Form. Except as may be restricted by applicable Law, (including through a licensing arrangementa) or restriction on, or the parties hereto shall cooperate with each other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock obtaining of information needed for the preparation of the Surviving Corporation if any such action is reasonably likely Notification and Report Forms required to have a Material Adverse Effect on Parent or be filed pursuant to the HSR Act by the Company and Parent in 36 38 connection with the transactions contemplated hereby, and (b) the parties shall use their reasonable efforts and shall cooperate in responding to any written or materially diminish oral requests from Antitrust Governmental Entities for additional information or documentary evidence, and (c) the benefits reasonably anticipated parties shall cooperate and shall provide notice and opportunity to be achieved through consult regarding all meetings with Antitrust Governmental Entities, whether in person or telephonic, and regarding all written communications with Antitrust Governmental Entities, in connection with the completion transactions contemplated hereby. Company and the Parent will also cooperate to make as soon as practicable all necessary filings and submissions required by the antitrust or competition laws of any other jurisdiction. (d) The Company shall give Parent the opportunity to participate in the defense of any Litigation against the Company, any of its subsidiaries and/or any of the Company's directors relating to any of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts . In the event that a claim is asserted against any of the parties hereto or any of their respective affiliates, relating to: (i) take all other actions necessary to cause the expiration , based in whole or termination in part on events or conditions occurring or existing in connection with, or arising out of, any of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause each of the parties hereto agrees to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection fully cooperate with the transactions contemplated by this Agreement and to make effective other parties hereto in the defense of any such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to claim at the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation expense of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesparty against whom such claim is asserted.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Sellers, the Company and Parent Purchaser and its Affiliates shall use its reasonable best efforts to cause the Closing to occur, including using its reasonable best efforts to obtain all Permits and Consents of, and to make all necessary filings, notifications or registrations with, all Governmental Entities which are necessary for the consummation of the transactions contemplated by this Agreement. Sellers and Purchaser shall use their reasonable best efforts to takeobtain the written Consent of each Governmental Entity issuing any Permits to the transfer of any such Permit if, as a result of the Acquisition, such Consent is necessary in order to allow the Company and its Subsidiaries to continue to enjoy the use of such Permits after the Closing. With respect to any Permits to be transferred to Purchaser or its designees, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or reissued in the reasonable judgment name of Parent Purchaser or the Companyits designees, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company Sellers 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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 Company and its Subsidiaries to cooperate with Purchaser in effectuating the transfer or termination reissuance of such Permits in the name of Purchaser or its designees effective as of the applicable waiting periods under the HSR Act as soon as practicable; providedClosing, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent including providing necessary information and confirming to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Governmental Entity that applicable Company or Subsidiaries’ readiness to surrender the Surviving Corporation Permit in the name of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish Subsidiary upon the benefits reasonably anticipated Closing and their subsequent transfer or reissuance to be achieved through the completion of the transactions contemplated by this AgreementPurchaser or its designees. (cb) The Parties Prior to the Closing, Sellers shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination Company and its Subsidiaries to use reasonable best efforts to obtain all necessary Consents from any third party required under any Contract, and to give prompt notice to the Purchaser of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve notice or other communication from any objections which Person alleging that the Consent of such Person is or may be asserted by required under any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party Contract in connection with the transactions contemplated by this Agreement hereby. Purchaser shall, and shall cause its Subsidiaries to make effective such transactionsreasonably cooperate with Sellers and the Company and its Subsidiaries in connection with the foregoing. If any Governmental AuthorityNotwithstanding the foregoing, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactionsnone of Sellers, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary hereinCompany or its Subsidiaries, neither Party or Purchaser or its Subsidiaries shall be required to agree to expend money or, without Purchaser’s prior written consent, amend, waive or otherwise alter any material divestitureterms under any Contract in order to obtain any Consent from any third party required under any Contract. (c) None of the Sellers, salethe Company or Purchaser shall, license or Lien of any properties, assets or businesses by any Party or and none shall permit any of their respective AffiliatesAffiliates to, take any actions that would, or the imposition of any material limitation on the ability of that could reasonably be expected to result in any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesconditions set forth in Article V not being satisfied, including affecting any acquisitions.

Efforts. (ad) Subject to From and after the terms date hereof, Purchaser and conditions of this Agreement, the Company and Parent Seller shall use their reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) preparing the preparation and filing as promptly as practicable with any Governmental Authority or other third party of all documentation forms, registrations and notices required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable be filed to consummate the Transaction and the other transactions contemplated by this AgreementAgreement as soon as practicable and, with respect to Regulatory Approval under the Antitrust Laws of Mexico, in any event on or before August 12, 2013 and (ii) obtaining the execution and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from delivery of any Governmental Authority or other third party that are necessary, proper or advisable additional instruments necessary to consummate the transactions contemplated by this Agreement, Transaction and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective fully carry out the purposes of this Agreement. Without limiting the foregoing, Purchaser and Seller shall use reasonable best efforts to take all actions necessary to obtain (and cooperating with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such transactions. If any Governmental AuthorityApprovals) required to be obtained or made by Purchaser, including any antitrust authoritythe other Purchaser Entities, seeks amendments to Seller or the other Seller Entities in connection with the Transaction or the other transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactionsAgreement. Additionally, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties each of Purchaser and Seller shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their respective reasonable best efforts to agree upon amendments fulfill all conditions precedent to this Agreement which (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are necessary in order to resolve required as a result of the issues raised by such Governmental Authority and permit execution of this Agreement or the consummation of the Transaction or the other transactions contemplated herebyby this Agreement, the parties hereto shall use reasonable best efforts to effect such transfers. Notwithstanding anything Seller shall use reasonable best efforts to the contrary herein, neither Party shall be obtain all Approvals required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation be set forth on the ability of any Section 3.3(a) of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesSeller Disclosure Schedules.

Efforts. (a) Subject to the terms and conditions provided herein, each of this Agreementthe Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and Parent shall use their all reasonable best efforts to takemake, or cause to be takenmade, all actions filings necessary or proper under applicable Laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including (i) preparing but not limited to cooperation in the preparation and filing as promptly as practicable with of the Offer Documents, the Schedule 14D-9 and any Governmental Authority actions or filings related thereto, the Proxy Statement, and filings required under the HSR Act, or other third party all documentation foreign filings and any amendments to effect all any thereof, and cooperation in obtaining approvals necessary filingsfrom Government Entities to continue fully existing operations. In addition, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, if at any time prior to the Effective Time any event or in circumstance relating to either the reasonable judgment of Company or Parent or the CompanyPurchaser or any of their respective subsidiaries should be discovered by the Company or Parent, advisable as the case may be, which should be set forth in an amendment to consummate the transactions contemplated by Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, (ii) obtaining including the execution of additional instruments, the proper officers and maintaining directors of each party to this Agreement shall take all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementsuch necessary action. (b) In furtherance and not in limitation Each of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant parties will use its commercially reasonable efforts to the HSR Act with respect to the transactions contemplated hereby obtain as promptly as practicable all Consents of any Governmental Entity or any other person required in connection with, and waivers of any Violations that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement, provided, however, that, notwithstanding any other provision of this Agreement, the Company shall not, without Parent's prior written consent, and Parent shall not be obligated to, agree to divest, hold separate or otherwise materially restrict the use or operation of any business or assets of Parent, Purchaser or the Company, which divestiture, agreement to hold separate, or other restriction would, in any event the good faith judgment of Parent, have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company, as the case may be. (c) Without limiting the foregoing, within 10 Business Days of five business days after the date of this Agreement Agreement, the Parent will make all necessary filings and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to submissions under the HSR Act Act, and to use their reasonable best efforts to take the Company will make all other actions necessary to cause the expiration or termination of the applicable waiting periods filings and submissions under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed but no later than the date required by the HSR Act and rules promulgated thereunder. The Company and Parent agree to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after comply with other requests for information from the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, Federal Trade Commission and/or the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any Antitrust Division of the foregoing actions) or Department of Justice ("Antitrust Governmental Entities"), to the extent required by applicable Law. The Company and Parent agree to any material changes share equally all filing fees associated with filing of the Notification and Report Form. Except as may be restricted by applicable Law, (including through a licensing arrangementa) or restriction on, or the parties hereto shall cooperate with each other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock obtaining of information needed for the preparation of the Surviving Corporation if any such action is reasonably likely Notification and Report Forms required to have a Material Adverse Effect on Parent or be filed pursuant to the HSR Act by the Company and Parent in connection with the transactions contemplated hereby, and (b) the parties shall use their reasonable efforts and shall cooperate in responding to any written or materially diminish oral requests from Antitrust Governmental Entities for additional information or documentary evidence, and (c) the benefits reasonably anticipated parties shall cooperate and shall provide notice and opportunity to be achieved through consult regarding all meetings with Antitrust Governmental Entities, whether in person or telephonic, and regarding all written communications with Antitrust Governmental Entities, in connection with the completion transactions contemplated hereby. Company and the Parent will also cooperate to make as soon as practicable all necessary filings and submissions required by the antitrust or competition laws of any other jurisdiction. (d) The Company shall give Parent the opportunity to participate in the defense of any Litigation against the Company, any of its subsidiaries and/or any of the Company's directors relating to any of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts . In the event that a claim is asserted against any of the parties hereto or any of their respective affiliates, relating to: (i) take all other actions necessary to cause the expiration , based in whole or termination in part on events or conditions occurring or existing in connection with, or arising out of, any of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause each of the parties hereto agrees to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection fully cooperate with the transactions contemplated by this Agreement and to make effective other parties hereto in the defense of any such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to claim at the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation expense of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesparty against whom such claim is asserted.

Efforts. (a) Subject to On the terms and subject to the conditions of this Agreement, the Company and Parent shall will use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessarynecessary to satisfy the conditions to the Closing, proper and refrain from taking any action that would reasonably be expected to have the effect of materially delaying, preventing or advisable impeding the Closing; provided, that without limiting any other covenant (including Section 7.01), agreement, remedy (including this Section 7.03), representation or warranty in this Agreement, nothing in this Section 7.03 shall require the Company or any of its Subsidiaries or any of their respective Affiliates to actually cure any (a) breach of, or inaccuracy in, any of the representations and warranties in Article V or in any Transaction Document or (b) any Material Adverse Change; provided, further, that for the avoidance of doubt, clause (a) of the foregoing proviso shall not relieve the Company from any of its obligations hereunder to use its reasonable best efforts to seek to cure or seek to cause to be cured any such breach to the extent such efforts would be consistent with the Company’s and its Subsidiaries’ conduct in the ordinary course of business. In furtherance of the foregoing, but subject to Section 10.04, the Company shall (i) use its reasonable best efforts to make or cause to be made all filings and submissions under Applicable Law any Laws or regulations applicable to consummate the Company or any of its Subsidiaries required for the consummation of the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreementherein, (ii) obtaining reasonably coordinate and maintaining cooperate with Parent in exchanging such information and providing such assistance as Parent may reasonably request in connection with all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate of the transactions contemplated by this Agreement, foregoing and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as reasonably promptly as practicable and in any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable provide any additional information and documentary material that may be reasonably requested in connection with such filings, make any further filings pursuant to the HSR Act thereto that may be necessary in connection therewith, 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) all required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesclearances.

Efforts. (a) Subject to On the terms and subject to the conditions of this Agreement, the Company and Parent each party shall use its best efforts to cause the Closing to occur, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Each party shall not, and shall not permit any of their respective Affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Article II not being satisfied. Without limiting the foregoing or the provisions set forth in Section 5.05, each party shall use its best efforts to cause the Closing to occur on or prior to the Termination Date. Notwithstanding the foregoing, (i) the actions of the parties with respect to filings, approvals and other matters pursuant to the HSR Act and other Antitrust Laws shall be governed by Section 5.05, (ii) the actions of the parties with respect to Consents shall be governed by Section 5.04(b), and (iii) the actions of the parties with respect to the Financing shall be governed by Section 5.04(c) through Section 5.04(e). (b) Prior to the Closing, each party shall, and shall cause its Affiliates to, use its best efforts to obtain, and to cooperate in obtaining, all Consents from third parties necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement; provided, however, that neither the Companies, Seller nor any other Subsidiary of Seller shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than nominal filing or application fees). For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, the foregoing sentence shall not apply to the consents set forth on Section 2.02(h) or Section 2.03(f) of the Schedules, and Buyer shall be required to obtain, and shall be solely responsible for obtaining, the consent set forth on Section 2.03(f) of the Schedules and Seller shall be required to obtain, and shall be solely responsible for obtaining, the Consents set forth in Section 2.02(h) of the Schedules. With the exception of the Consents set forth on Section 2.02(h) of the Schedules, Buyer acknowledges that certain Consents and waivers with respect to the transactions contemplated by this Agreement may be required from parties to the Contracts listed in the Schedules and that such Consents and waivers have not been obtained. If any such Consent is not obtained, or if an attempted assignment of a Canyon Fuel Property, Mining Right or Contract would be ineffective or would adversely affect the rights of Seller, a Company, or any other Subsidiary of Seller such that a Company or Buyer would not in fact receive all such rights of the Canyon Fuel Property, Mining Right or Contract, Seller and Buyer will cooperate in a mutually agreeable arrangement under which the relevant Company would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or sub-leasing to such Company which Seller would enforce for the benefit of such Company, with such Company assuming Seller’s (or the applicable Seller Subsidiary’s) obligations, against a third party thereto. Buyer acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed inaccurate or breached, and except with respect to Consents listed on Section 2.02(h) of the Schedules no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent or waiver or (ii) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such termination. From and after the Closing, Seller shall, and shall cause its Affiliates to, exercise or exploit their respective rights and options under each such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof) only as reasonably directed by the Buyer. (c) Buyer 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 reasonably advisable to consummate, and obtain the proceeds of, the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to, and cause its representatives to, (i) maintain in effect the Commitment Letters; (ii) negotiate and enter into definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained in the Debt Commitment Letter (any such agreements, the “Financing Definitive Agreements”) and deliver to Seller a complete, correct and executed copy thereof as promptly as practicable after execution thereof; (iii) satisfy on a timely basis all conditions in the Commitment Letters or the Financing Definitive Agreements and comply with its obligations applicable to the Buyer and within its control thereunder; (iv) obtain such third-party consents as may be reasonably required to be obtained by Buyer in connection with the Financing; (v) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing; and (vi) promptly enforce its rights under Applicable Law the Commitment Letters or Financing Definitive Agreements, as applicable, in the event of a breach by the financing sources that impedes or delays the Closing, including seeking specific performance by the parties thereunder. Buyer shall not, on or prior to the Closing, without the prior written consent of Seller, (x) permit any amendment, replacement, supplement or modification to, or any waiver of any material provision or remedy under, the Commitment Letters or the Financing Definitive Agreements if such amendment, modification, waiver or remedy (A) adds new (or modifies, in a manner adverse to Buyer, any existing) conditions or contingencies to the consummation of the Financing, (B) reduces the amount thereof below the amount required to consummate the transactions contemplated by this Agreement, including the payment of the Base Purchase Price and any adjustments thereto, and to pay related fees and expenses, (C) materially adversely impacts the ability of Buyer to enforce its rights against other parties to the Commitment Letters or the Financing Definitive Agreements or otherwise materially adversely impacts Seller, or (D) would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (y) terminate or permit termination of any of the Commitment Letters or the Financing Definitive Agreements. Buyer shall promptly, upon execution thereof deliver to Seller copies of any such amendment, replacement, supplement, modification or waiver. In the event that all conditions to the Commitment Letter or the Financing Definitive Agreements have been satisfied, or upon funding will be satisfied, Buyer shall use reasonable best efforts to cause the Lenders and the Equity Investor to fund on the Closing Date the Financing (including by taking enforcement action, including seeking specific performance, to cause such Lenders and Equity Investor to fund such Financing) as necessary to cause the Closing to occur by the third Business Day following the satisfaction or waiver of the conditions set forth in Article II (other than those conditions that by their nature are to be satisfied or waived at the Closing). Buyer shall (I) give Seller prompt oral and written notice of any breach or default by any party to the Commitment Letters, the Financing Definitive Agreements or any commitments pursuant to any Alternative Financing (“Alternative Financing Commitments”), any purported termination or repudiation of the Commitment Letters, the Financing Definitive Agreements or any Alternative Financing Commitments by any party thereto or, upon receipt thereof notice of any material dispute or disagreement between or among the parties to the Commitment Letters, the Financing Definitive Agreements or any Alternative Financing Commitments and (II) otherwise keep Seller reasonably informed of the status of Buyer’s efforts to arrange the Financing (or replacement thereof). As soon as reasonably practicable, but in any event within three Business Days of the date Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (I) of the immediately preceding sentence. In the event that any portion of the Financing becomes unavailable, regardless of the reason therefor, Buyer will (i) preparing and filing use reasonable best efforts to obtain as promptly as reasonably practicable alternative debt or equity financing, as applicable (in an amount sufficient, when taken together with any Governmental Authority the proceeds from the Debt Financing or other third party all documentation to effect all necessary filingsEquity Financing, noticesas applicable, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, including the payment of the Base Purchase Price and any adjustments thereto, and to pay related fees and expenses) (such alternative debt or equity financing, “Alternative Financing”), on terms that are not less favorable to Buyer than those set forth in the Commitment Letters and that would not have any of the effects specified in clauses (A), (B), (C) and (D) of the second sentence of this Section 5.04(c), taken as a whole, from the same and/or other sources and enter into definitive agreements with respect thereto (which agreements with respect to the alternative debt financing will be considered Financing Definitive Agreements), and (ii) obtaining promptly notify Seller of such unavailability and maintaining the reason therefor. (d) Upon the reasonable request of Buyer, Seller shall, and shall cause its Subsidiaries (including the Companies) to, use its reasonable best efforts to reasonably cooperate with Buyer in connection with the Debt Financing, including, (i) reasonable assistance with preparation of all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority financial statements or other third party that are necessaryfinancial information relating to the Companies to the extent required by the Debt Commitment Letter, proper or advisable to consummate the transactions contemplated by this Agreement(ii) reasonable participation in meetings and road shows, and if any, (iii) cooperating the provision of information relating to the Debt Financing reasonably requested by Buyer that is reasonably necessary and customary to assist Buyer in connection with Buyer obtaining the Debt Financing, (iv) reasonable assistance in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of the Companies to the extent reasonable required by the Debt Commitment Letter and (v) taking such action as may reasonably be requested to facilitate the perfection of the Lenders’ security interest in the collateral contemplated by the Debt Financing on the Closing Date; provided that nothing herein shall require such cooperation from Seller or any of its Subsidiaries to the extent it would unreasonably interfere with the ongoing operations of Seller and its Subsidiaries. (e) Buyer shall, promptly upon request of Seller, reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or any of its Subsidiaries in connection with such cooperation. Buyer shall indemnify and hold harmless Seller and its Subsidiaries for and against any and all losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other parties hereto than information provided by Seller and its Subsidiaries) except to the extent such losses arise from any Warranty Breach for purposes of Section 8.01, any breach or non-compliance by Seller of any covenant or agreement in their efforts to comply with their obligations under this Agreement. (bf) In furtherance and not Any information provided to Buyer or its representatives in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form accordance with this Section 5.04 or otherwise pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall requirebe held by Buyer and its representatives in accordance with, or shall be construed deemed to requirebe provided under, Parent and shall be subject to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parentterms of, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Confidentiality Agreement. (cg) The Parties Neither Buyer nor any of its Affiliates shall use commercially reasonable efforts to: (i) take all other actions necessary to cause terminate the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (Equity Purchase Agreement pursuant to any applicable law or contract, or otherwiseSection 7.01(a) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to Equity Purchase Agreement without the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien prior written consent of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesSeller.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each, and shall each cause their respective Affiliates to, use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable reasonably necessary under Applicable Law to consummate the transactions contemplated by this AgreementTransactions, including (i) preparing the obtaining of all necessary actions, waivers, consents and filing approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of such steps as promptly as practicable with may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, 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 necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this AgreementAuthorities, (ii) the delivery of required notices to, and the obtaining and maintaining all approvalsof required consents or waivers from, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, Third Parties and (iii) cooperating the execution and delivery of any additional instruments reasonably necessary to consummate the extent reasonable with Merger and to fully carry out the other parties hereto in their efforts to comply with their obligations under purposes of this Agreement. (b) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 6.11, each of Parent shall (and shall cause its Affiliates to) and the Company shall make an appropriate filing of a Notification (i) prepare and Report Form pursuant to file any notification and report forms and related material required under the HSR Act with respect Act, and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the transactions contemplated hereby Transactions, as promptly as practicable and (but in any no event within 10 later than five (5) Business Days of from the date of this Agreement for the filing of any notification and report forms and related material required under the HSR Act except by mutual consent confirmed in writing), (ii) provide or cause to supply be provided as promptly as practicable any additional information and documentary material that may be requested pursuant to by the DOJ or FTC under the HSR Act and to (iii) use their reasonable best efforts to take all other such actions as are necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreement. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the obtain expiration or termination of any applicable waiting periods under period or other approval of consummation of the Transactions by the DOJ or FTC as promptly as practicable, including to cause to be lifted any restraint, injunction or other legal impediment to the Merger. (c) Subject to Applicable Law as soon as practicable; relating to the exchange of information, the Company and Parent and their respective counsel shall (iii) resolve have the right to review in advance, and to the extent practicable each shall consult the other on, any objections which may material filing made with, or written materials to be asserted by submitted to, any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement Transactions, or (ii) inform and consult with each other about, and provide each other with copies of, each material communication (and each other material correspondence or memoranda) promptly after receipt from, and as far as practicable in advance of delivery to, the DOJ or the FTC relating to make effective such transactionsthe Transactions. If The Company and Parent shall provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion or meeting with any Governmental AuthorityAuthority in respect of any filing, including investigation or other inquiry in connection with the Transactions. Neither Parent nor the Company shall commit to or agree with any antitrust authorityGovernmental Authority to stay, seeks amendments to the transactions contemplated by this Agreement toll or commitments to be undertaken by extend any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period under the HSR Act without the prior written consent of the other. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to expire the other under this Section 6.11 as “Antitrust Counsel Only Material.” (d) Subject to the terms and conditions of this Agreement, Parent shall have, except where prohibited by Applicable Law, responsibility for determining the strategy for dealing with any Governmental Authority regarding Applicable Law relating to antitrust matters in consultation with the Company. To the extent required to permit the conditions to the Offer to be satisfied in advance of the initial Offer Expiration Time, Parent shall (and shall cause its Affiliates to) agree (i) to divest, dispose of or releasing such Governmental Authority’s consent with respect to such transactionshold separate all or a portion of the current or future businesses, assets, properties or rights of Parent, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license Surviving Corporation or Lien of any properties, assets or businesses by any Party or any of their respective Subsidiaries (or, in the case of Parent, its Affiliates), or the imposition of any material limitation on (ii) to limit the ability of any of the foregoing such entities to conduct their respective businesses or to operate or own assets or exercise control properties; provided, however, that, in the case of their respective assets clauses (i) and properties(ii), Parent may provide that the closing of any such transaction or the effectiveness of any such limitation shall be conditioned on the Closing.

Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent each party shall use their its commercially reasonable best efforts to perform its obligations hereunder and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or and advisable under Applicable Law to consummate cause the transactions contemplated by this Agreement, including (i) preparing and filing Closing to occur as promptly as practicable with any Governmental Authority or other third party including taking all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are actions necessary, proper or advisable to consummate comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the transactions contemplated by this AgreementClosing. None of the Sellers, the Company or Purchaser shall, and (iii) cooperating each of the Sellers, the Company and Purchaser shall cause their respective affiliates that they control to not, and in the extent case of affiliates such party does not control, shall use its commercially reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreementcause such affiliate to not, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (b) In furtherance Sellers and not Purchaser shall as promptly as practicable, but in limitation no event later than twenty (20) business days following the execution and delivery of this Agreement, file or cause to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) the notification and report form required for the Acquisition and the other transactions contemplated hereby. Any such notification and report form shall be in substantial compliance with the requirements of the foregoingHSR Act. Each party shall furnish to the other such necessary information in its possession and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Each party shall keep the other parties appraised of the status of any communications with, each of Parent and any inquiries or requests for additional information from, the FTC and the Company DOJ and shall make an appropriate filing of a Notification comply promptly with any such inquiry or request and Report Form shall promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Act. Any such supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each party shall use its best efforts to obtain any clearance required under the HSR Act with respect to for the consummation of the Acquisition and the other transactions contemplated hereby hereby. The Sellers and Purchaser shall also cooperate to make any required regulatory filings outside the United States as promptly as practicable after the execution and in any event within 10 Business Days of the date delivery of this Agreement and to supply including as promptly as practicable any 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 required by applicable waiting periods under the HSR Act as soon as practicableNorth American Competition Laws; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any Visa International Service Association may review and comment on such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreementfilings. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of the Sellers, the Company and Parent Purchaser and its Affiliates shall use its reasonable best efforts to cause the Closing to occur, including using its reasonable best efforts to obtain all Permits and Consents of, and to make all necessary filings, notifications or registrations with, all Governmental Entities which are necessary for the consummation of the transactions contemplated by this Agreement. Sellers and Purchaser shall use their reasonable best efforts to takeobtain the written Consent of each Governmental Entity issuing any Permits to the transfer of any such Permit if, as a result of the Acquisition, such Consent is necessary in order to allow the Company and its Subsidiaries to continue to enjoy the use of such Permits after the Closing. With respect to any Permits to be transferred to Purchaser or its designees, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary, or reissued in the reasonable judgment name of Parent Purchaser or the Companyits designees, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company Sellers 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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 Company and its Subsidiaries to cooperate with Purchaser in effectuating the transfer or termination reissuance of such Permits in the name of Purchaser or its designees effective as of the applicable waiting periods under the HSR Act as soon as practicable; providedClosing, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent including providing necessary information and confirming to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Governmental Entity that applicable Company or Subsidiaries' readiness to surrender the Surviving Corporation Permit in the name of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish Subsidiary upon the benefits reasonably anticipated Closing and their subsequent transfer or reissuance to be achieved through the completion of the transactions contemplated by this AgreementPurchaser or its designees. (cb) The Parties Prior to the Closing, Sellers shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination Company and its Subsidiaries to use reasonable best efforts to obtain all necessary Consents from any third party required under any Contract, and to give prompt notice to the Purchaser of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve notice or other communication from any objections which Person alleging that the Consent of such Person is or may be asserted by required under any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party Contract in connection with the transactions contemplated by this Agreement hereby. Purchaser shall, and shall cause its Subsidiaries to make effective such transactionsreasonably cooperate with Sellers and the Company and its Subsidiaries in connection with the foregoing. If any Governmental AuthorityNotwithstanding the foregoing, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactionsnone of Sellers, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary hereinCompany or its Subsidiaries, neither Party or Purchaser or its Subsidiaries shall be required to agree to expend money or, without Purchaser's prior written consent, amend, waive or otherwise alter any material divestitureterms under any Contract in order to obtain any Consent from any third party required under any Contract. (c) None of the Sellers, salethe Company or Purchaser shall, license or Lien of any properties, assets or businesses by any Party or and none shall permit any of their respective AffiliatesAffiliates to, take any actions that would, or the imposition of any material limitation on the ability of that could reasonably be expected to result in any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesconditions set forth in Article V not being satisfied, including affecting any acquisitions.

Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each of the Company and Parent Parties shall 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 Applicable Law to consummate the transactions contemplated hereby and by this Agreement, including (i) preparing and filing the Related Agreements as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions after the date of information, applications and other documents necessary, or in the reasonable judgment of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating in any case prior to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoingTermination Date, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use their including using reasonable best efforts to take all other actions necessary satisfy the conditions to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableClosing set forth in Article 8; provided, however, that nothing (i) in this Agreement the case of obtaining consents in respect of any Material Contracts, the Parties’ obligations to take action shall requirebe governed by Section 6.5(b) and (ii) in the case of obtaining the Required Regulatory Approvals and any other consent, approval, authorization, clearance from, or be construed to requirefiling, Parent to proffer to, notification or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Timeregistration with, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes Governmental Authority (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock Other Approvals and/or any Government Contracts), the Parties’ obligations to take actions shall be governed by Section 6.6; provided, further that nothing in this Section 6.5(a) shall require any Party to waive any of its conditions to the Surviving Corporation if Closing. The “reasonable best efforts” of Seller as referenced in such sections shall not require Seller, the Companies, or their respective Representatives to expend any such action is reasonably likely amount of money or provide any other consideration to have (A) remedy any breach of a Material Adverse Effect on Parent representation or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion warranty hereunder, (B) obtain any consent required for consummation of the transactions contemplated by this Agreementhereby or (C) provide, assist or facilitate any financing arrangement; provided, however, that if Seller, the Companies, or their Representatives elect to remedy any breach of a representation or warranty hereunder, Seller shall not be deemed to be in breach of such representation or warranty, or in violation of any covenant, for purposes of determining Buyer’s obligations to consummate the transactions contemplated hereby. (cb) The Prior to the Closing, the Parties shall use commercially their respective reasonable best efforts to: (i) take all other actions necessary to cause the expiration or termination obtain any third party consents in respect of any applicable waiting periods under Applicable Law as soon as practicable; Material Contracts (ii) resolve other than any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if anyGovernment Contract) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated hereby and by this Agreement and to make effective the Related Agreements; provided, however, that such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by “reasonable best efforts” shall not require any Party as a condition to refraining from seeking to block such transactionsto, allowing the applicable waiting period to expire incur any Liability or releasing such Governmental Authority’s consent with respect to such transactionsexpend any money (other than de minimis amounts) or provide any other consideration or commence, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen defend or participate in any litigation or offer or grant any accommodation (15financial or otherwise) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesPerson.

Efforts. (a) Subject to the terms and conditions provided herein, each of this Agreementthe Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, cooperate and Parent shall use their all reasonable best efforts to takemake, or cause to be takenmade, all actions filings necessary or proper under applicable laws and regulations, and to do, or cause to be done, take all things necessary, proper other actions necessary or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including (i) preparing but not limited to cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement, any required filings under the HSR Act, or other foreign filings and any amendments to any thereof, and cooperation in obtaining approvals necessary from Government Entities to continue fully existing operations. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company or Parent or the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each party to this Agreement shall take all such necessary action. (b) Parent and the Company shall file as soon as practicable (but not later than five business days in the case of the HSR Act filings) after the date of this Agreement notifications under the HSR Act or under any material applicable foreign statutes or regulations applicable to the Merger and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice or such other domestic or foreign antitrust regulatory authority, as applicable for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding. (c) Each of the parties will use its reasonable best efforts to obtain as promptly as practicable all Consents of any Governmental Authority Entity or any other third party all documentation person required in connection with, and waivers of any Violations that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement, provided, however, that, notwithstanding any other provision of -------- ------- this Agreement, the Company shall not, without Parent's prior written consent, and Parent shall not be obligated to, agree to effect all necessary filingsdivest, notices, petitions, statements, registrations, submissions hold separate or otherwise materially restrict the use or operation of information, applications and other documents necessary, any business or in the reasonable judgment assets of Parent or the Company, advisable to consummate the transactions contemplated by this Agreement, (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 are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company 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 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, which divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction onhold separate, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the Surviving Corporation if any such action is restriction would reasonably likely be expected to have a Material Adverse Effect on Parent or the Company or materially diminish Company, as the benefits reasonably anticipated to be achieved through case may be. ▇▇▇▇▇▇▇ represents that it cur- rently has no pending acquisitions in the completion of the transactions contemplated by this Agreement. motion controls area (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other except for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation those being announced on the ability of any of date hereof) and there are no such acquisitions currently intended in the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and propertiesnear term.

Efforts. (a) Subject to Section 6.3, each party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their commercially reasonable efforts, to cause the terms and conditions Closing to occur as soon as reasonably practicable after the date of this Agreement and, in any event, on or prior to the Termination Date, including taking all actions reasonably necessary to comply as promptly as reasonably practicable with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. Each party shall not, and shall not permit any of their respective Affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (b) Prior to the Closing, subject to Section 6.3, each party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their respective commercially reasonable efforts, to obtain, and to cooperate in obtaining, all Consents from third parties, including any landlords and any Governmental Authorities, necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement and to make or give, and to cooperate in making or giving, all filings and notices necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required (other than any reasonable filing or application fees). Without limiting the generality of the foregoing, each party shall, and Parent shall use their reasonable best efforts to takecause its Affiliates to, or cause to be takenprepare and file, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all actions documentation to effect all necessary or appropriate applications, notices, petitions and filings, including with respect to doany change of control Consent or notification requirements of applicable Governmental Authorities with jurisdiction over any Health Care Law, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate in connection with the transactions contemplated by this Agreement, including (i) preparing and filing to obtain as promptly as reasonably practicable and maintain all Consents necessary to be obtained from any third party, including any Governmental Authority. Each of the parties will consult and cooperate reasonably with the other in connection with any Governmental Authority filings, analyses, presentations and memoranda made or other submitted by or on behalf of itself or any of its Affiliates to any third party in accordance with this Section 6.2(b) (including, with respect to making a particular filing, by providing copies of all documentation such documents to the non-filing party and its advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Following the Closing, Seller shall use its commercially reasonable efforts, and shall cause its Affiliates to use their respective commercially reasonable efforts, to cooperate with Buyer’s and the Company’s and the Company Subsidiaries’ efforts to effect all necessary filingsor appropriate applications, notices, petitionspetitions and filings with, statementsand to obtain any and all Consents from, registrationsany Governmental Authority with jurisdiction over any Health Care Law, submissions in each case, as promptly as practicable, to the extent such applications, notices, petitions and filings cannot be made and such Consents cannot be obtained, by their terms, until following the Closing. (c) Between the date of informationthis Agreement and the Closing Date, applications Seller and other documents necessarythe Company shall give prompt notice to Buyer, or in the reasonable judgment of Parent or and Buyer shall give prompt notice to Seller and the Company, advisable to consummate (a) of any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (iib) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required of any Actions or Proceedings commenced relating to be obtained from or otherwise affecting such party or any Governmental Authority or other third party that are necessary, proper or advisable of its Affiliates which relate to consummate the transactions contemplated by this Agreement, and (iiic) cooperating if such party becomes aware of any fact, circumstance or event that would reasonably be expected to cause any of the extent reasonable with the other parties hereto conditions set forth in their efforts Article VII not to comply with their obligations under this Agreement. (b) In furtherance and not in limitation of be satisfied. Notwithstanding the foregoing, each it is understood and agreed that neither the delivery or non-delivery of Parent and the Company shall make an appropriate filing of a Notification and Report Form any notice pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in this Section 6.2(c) nor any event within 10 Business Days of the date of this Agreement and to supply as promptly as practicable any 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; provided, however, that nothing in this Agreement disclosures provided thereby shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise hold separate or encumber, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent or any Affiliate (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by Parent, the Company or the Surviving Corporation of any of their respective assets, licenses, operations, rights, product lines, businesses or interest therein or to consent to any agreement to take affect any of the foregoing actions) or to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses remedies or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock obligations of the Surviving Corporation if any such action is reasonably likely to have a Material Adverse Effect on Parent or the Company or materially diminish the benefits reasonably anticipated to be achieved through the completion of the transactions contemplated by this Agreementparties hereunder. (c) The Parties shall use commercially reasonable efforts to: (i) take all other actions necessary to cause the expiration or termination of any applicable waiting periods under Applicable Law as soon as practicable; (ii) resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (iii) take, or cause to be taken, all actions necessary to obtain each consent, approval or waiver (if any) required to be obtained (pursuant to any applicable law or contract, or otherwise) by such Party in connection with the transactions contemplated by this Agreement and to make effective such transactions. If any Governmental Authority, including any antitrust authority, seeks amendments to the transactions contemplated by this Agreement or commitments to be undertaken by any Party as a condition to refraining from seeking to block such transactions, allowing the applicable waiting period to expire or releasing such Governmental Authority’s consent with respect to such transactions, the Parties shall commence and conduct good faith negotiations with each other for no less than fifteen (15) days and use their reasonable best efforts to agree upon amendments to this Agreement which are necessary in order to resolve the issues raised by such Governmental Authority and permit the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary herein, neither Party shall be required to agree to any material divestiture, sale, license or Lien of any properties, assets or businesses by any Party or any of their respective Affiliates, or the imposition of any material limitation on the ability of any of the foregoing to conduct their respective businesses or to own or exercise control of their respective assets and properties.