Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use all reasonable best efforts to take, or cause its Subsidiaries and Representatives to take, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable to consummate and make effective, in a timely manner, the Arrangement and the Transactions, including (i) the seeking of all necessary Regulatory Approvals and using all reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Laws, (ii) seeking all consents, approvals or waivers from third parties in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Time.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties parties hereto shall (i) make promptly (and in any event within 10 business days of the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Merger and (ii) use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws to consummate and make effectiveeffective the Merger, in a timely mannerincluding, the Arrangement and the Transactions, including (i) the seeking of all necessary Regulatory Approvals and using all its reasonable best efforts to promptly obtain any Regulatory Approval as soon as practicable all Permits, consents, approvals, authorizations, qualifications and as required orders of Governmental Authorities (including the approval of the California Department of Insurance and the Illinois Department of Insurance (collectively, the “Form A Approvals”) and approval or non-disapproval within the timeframes set forth under statutory waiting period of any Form E pre-acquisition notification filings that are required by applicable LawsLaw (collectively, (iithe “Form E Approvals”)) seeking and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger. Notwithstanding the foregoing, each of the parties shall use reasonable best efforts to promptly obtain all consents, approvals and authorizations necessary with respect to any Leased Real Property. Parent shall use its reasonable best efforts to file or waivers from third parties submit applications for the Form A Approvals no later than September 14, 2012 and all notification filings required for the Form E Approvals within 20 business days after the date hereof and to respond promptly to any request by any Governmental Authority for any additional information and documentary material in connection therewith. Parent shall give the Company and its counsel a reasonable opportunity, if practicable, to review and comment on any non-confidential filings or submittals made in connection with the TransactionsForm A Approvals and the Form E Approvals, including those and all amendments or supplements thereto prior to their being filed or submitted. Each of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution Parent and delivery of the covenants and agreements related to obligations of the Company shall promptly forward to be specifically assumed the other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Transactions. Each of Parent and the Company agrees to defend in good faith against any actions, suits or proceedings in which either party or its subsidiaries is named as defendant which seeks to enjoin, restrain or prohibit the Transactions. In case, at any time after the Effective Time as set forth in Schedule 5.07 of the Company Disclosure ScheduleTime, (iv) the defending of any lawsuits further action is necessary or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking desirable to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps such action. Subject to Section 6.04 and the termination rights provided in Article VIII, none of the Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to incur take any costs action that are necessary to defend any lawsuits is intended to, or other legal proceedingsthat would reasonably be likely to, whether judicial materially delay or administrative, challenging this Agreement or prevent the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Time.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties shall parties hereto agrees to use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in a timely mannerthe most expeditious manner reasonably practicable, the Arrangement transactions contemplated by this Agreement. Without limiting the foregoing, each of the Company, Parent and Merger Sub shall make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and the Transactionstransactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, including (i) in all cases, as promptly as reasonably practicable after the seeking date of all necessary Regulatory Approvals this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement and using all to file other required filings pursuant to other Antitrust Laws within 45 calendar days after the date of this Agreement and that if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the Company, Parent and Merger Sub shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Laws with respect to which a filing has been made and use its reasonable best efforts to obtain any Regulatory Approval take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable practicable, and as Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required and within the timeframes set forth to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under applicable Lawsany other federal, (ii) seeking all state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from third other parties to contracts or instruments material to the Company’s or its Subsidiaries’ business in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered transactions contemplated by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to(B) in promptly making any such filings, furnishing information required in connection therewith and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have obtain timely any stay such consents, permits, authorizations, approvals or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timewaivers.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties Party shall use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under Applicable Law to consummate and make effective, in a timely mannereffective the Mergers and the other transactions contemplated hereby. Without limiting the generality of the foregoing, the Arrangement Parties will use their respective reasonable best efforts to (a) prepare and file as soon as practicable all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by Applicable Law to be filed in order to consummate the Merger and the Transactionsother transactions contemplated hereby, and take such actions as are reasonably necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, any Governmental Authority relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) any Notification and Report Forms and related material required in connection with the seeking HSR Act with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) in connection with the HSR Act (which shall be filed no later than ten (10) Business Days following the date of this Agreement) and (ii) any form or report required by any other Governmental Authority relating to any other Regulatory Approval, (b) take all actions necessary Regulatory Approvals and using to cause all reasonable best efforts conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period thereunder)) to obtain any Regulatory Approval be satisfied as soon as practicable and as required (c) execute and within the timeframes set forth under applicable Laws, (ii) seeking all consents, approvals or waivers from third parties in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of deliver any additional instrument instruments necessary to consummate the Transactions Mergers and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition toAgreement; provided, and not in limitation of the foregoinghowever, (x) that the Parties hereto understand and agree that the reasonable best efforts of any Party hereto shall not require any Party or its Affiliates or Subsidiaries to: (i) agree to take all steps to and to incur or effect any costs that are necessary to defend any lawsuits divestiture or other legal proceedingshold-separate order, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitureslicense or similar agreement with respect to, licenses or other arrangements (including hold separate arrangements) agree to restrict its ownership or operation of, any business or assets of or affecting their operations or business units any Party or any part thereofof its Affiliates or Subsidiaries, (ii) enter into, amend, or the operations agree to enter into or business units of the Companyamend, or those any contracts of any Party or any of their its Affiliates or Subsidiaries or (iii) otherwise waive, abandon or alter any material rights or obligations of any Party or any of its Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Time.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in a timely manner, the Arrangement and effective the Transactions, including (i) the seeking of all necessary Regulatory Approvals and including, without limitation, using all its reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Lawsall Permits, (ii) seeking all consents, approvals or waivers from third approvals, authorizations, qualifications and orders of Governmental Authorities and parties in connection to contracts with the Transactions, including those of which Company and the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time Subsidiaries as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or are necessary for the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully fulfill the conditions to the Offer and the Merger; provided that neither Parent nor Merger Sub will be required by this Section 7.8 to (A) prohibit or limit the ownership or operation by the Company, Parent, Merger Sub or any of their Subsidiaries of any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or (B) divest any Shares which, in the case of each of clauses (A) and (B) of this Section 7.8(a), has an economic detriment to Parent or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timesuch action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto shall (i) make promptly its respective filings, and thereafter make any other reasonable submissions, under the HSR Act with respect to the Transactions and (ii) use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in a timely manner, the Arrangement and effective the Transactions, including (i) the seeking of all necessary Regulatory Approvals and including, without limitation, using all its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any Regulatory Approval action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of the Purchaser, Parent, Company or any of their respective subsidiaries or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries that are requested by Parent and/or Purchaser. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as required promptly as practicable to any inquiries received from the Federal Trade Commission and within the timeframes set forth under applicable Laws, (ii) seeking Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all consents, approvals inquiries and requests received from any State Attorney General or waivers from third parties other Governmental Authority in connection with antitrust matters. Concurrently with the Transactionsfiling of notifications under the HSR Act or as soon thereafter as practicable, including those the Company and Parent shall each request early termination of which the failure HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse the Chairman of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result the Committee on Foreign Investment in the creation of an Encumbrance on any property or asset United States ("CFIUS") pursuant to the Exon-Florxx Xxxvision, and each of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or parties hereto shall make such additional filings and submissions and take such other instrument or obligation, (iii) actions as may be reasonably necessary 40 36 under the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth Exon-Florxx Xxxvision in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a decision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Florxx Xxxvision. In addition, including seeking the Company, Parent and Purchaser agree to have any stay make as soon as practicable such other filings as may be necessary or temporary restraining or interim order entered required by any court non-United States Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable desirable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timesuch action.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject conditions herein provided, as promptly as practicable, the Company, Parent and Purchaser shall (i) make all filings and submissions under the HSR Act and under the Antitrust Laws of the jurisdictions listed in Section 5.05(b) of the Company Disclosure Schedule, (ii) use reasonable best efforts to cooperate with each other in (A) determining which other filings are required or advisable to be made prior to the conditions set forth Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required or advisable to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement, each Agreement and related agreements and consummation of the Parties shall transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (iii) use all reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all other actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the all other Parties in doing, all things (and to refrain from doing, necessary or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable appropriate to consummate and make effective, in a timely manner, the Arrangement and the Transactions, including (i) the seeking of all necessary Regulatory Approvals and using all reasonable best efforts to obtain any Regulatory Approval transactions contemplated hereby as soon as practicable and as required and within the timeframes set forth under applicable Lawspracticable. For purposes of this Section 8.06, “reasonable best efforts” shall include (A) executing settlements, undertakings, consent decrees, stipulations or other agreements, (iiB) seeking all consentsselling, approvals divesting, holding separate or waivers from third parties in connection with the Transactions, including those otherwise conveying any particular assets or categories of which the failure to obtain would result in any breach of, assets or constitute a default (or an event which, with notice or lapse businesses of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationParent, (iiiC) the execution and delivery agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of the covenants and agreements related to obligations assets or businesses of the Company contemporaneously with or subsequent to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversedClosing, and (yD) Parent and Acquisition Sub agree otherwise taking or committing to take all steps necessary to make actions that after the Closing Date would limit the freedom of action of Parent or enter into any necessary divestitures, licenses or other arrangements its subsidiaries (including hold separate arrangementsthe Surviving Corporation) of or affecting their operations or business units or any part thereofwith respect to, or the operations its or business units their ability to retain, one or more of the Companyits or their businesses, product lines or those of any of their Subsidiaries or Affiliatesassets, and agree to any other restrictions, in each case as may be required in order to obtain avoid the entry of, or to effect the dissolution of, any Regulatory Approval as soon as possibleinjunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing. In connection with the foregoing, the Company, on the one hand, will provide Parent, and Parent, on the other hand, will provide the Company, promptly with copies of material correspondence, filings or communications (and, in the case of oral communications, oral summaries or memoranda setting forth the substance thereof) between such party or any event of its representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated hereby and will give the other party and its counsel a reasonable opportunity to review and comment on any response or other communication formulated in connection with such correspondence, filings or communications prior to the Outside Date, without delivery thereof to any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other such Governmental Entity that may be required following the Effective TimeAuthority.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto shall use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, do or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in a timely manner, effective the Arrangement and transactions contemplated by this Agreement as soon as practicable after the Transactionsdate hereof, including but not limited to (i) cooperation in the seeking preparation and filing of all necessary Regulatory Approvals the Form S-4, the Proxy Statement, and required filings under the HSR Act and any amendments to any thereof and (ii) using all its reasonable best efforts to make all required regulatory filings and applications and to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Lawsall licenses, (ii) seeking all permits, consents, approvals or waivers from third approvals, authorizations, qualifications and orders of governmental authorities and parties in connection to contracts with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution Company and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time its subsidiaries as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or are necessary for the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered transactions contemplated by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and to fulfill the Plan of Arrangementconditions to the Merger. In addition to, furtherance and not in limitation of the foregoing, (x) each party hereto agrees to make, to the Parties agree extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to take all steps the HSR Act with respect to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, transactions contemplated hereby as may be required in order to obtain any Regulatory Approval promptly as soon as possible, practicable and in any event prior within five business days of the date hereof and to the Outside Date, without supply as promptly as practicable any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity additional information and documentary material that may be required following requested pursuant to the HSR Act. In case at any time after the Effective TimeTime any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. In the event that a suit or objection is instituted by any person or governmental authority challenging this Agreement and the transactions contemplated hereby as violative of applicable competition and antitrust laws, each of Parent and the Company shall use their reasonable best efforts to resist or resolve such suit or objection. Notwithstanding the foregoing, in connection with any such objection or suit instituted by such person or governmental authority (including, but not limited to, the Federal Trade Commission or the Antitrust Division of the Department of Justice), neither Parent nor Sub shall be required to provide any undertakings or agree to any condition that could reasonably be expected to result in a substantial detriment to Parent's or the Company's business or results of operations (a "SUBSTANTIAL DETRIMENT").

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions under the HSR Act with respect to the Transactions and (ii) use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in a timely manner, the Arrangement and effective the Transactions, including (i) the seeking of all necessary Regulatory Approvals and including, without limitation, using all its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither -------- Purchaser nor Parent will be required by this Section 7.10 to take any Regulatory Approval action, ------------ including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of the Purchaser, Parent, Company or any of their respective subsidiaries, or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as required promptly as practicable to any inquiries received from the Federal Trade Commission and within the timeframes set forth under applicable Laws, (ii) seeking Antitrust Division of the United States Department of Justice for additional information or documentation and respond as promptly as practicable to all consents, approvals inquiries and requests received from any State Attorney General or waivers from third parties other Governmental Authority in connection with antitrust matters. Concurrently with the Transactionsfiling of notifications under the HSR Act or as soon thereafter as practicable, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset Company and Parent shall each request early termination of the Parties pursuant HSR Act waiting-period. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any notenon-United States Governmental Authority. In case, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at any time after the Effective Time as set forth in Schedule 5.07 of the Company Disclosure ScheduleTime, (iv) the defending of any lawsuits further action is necessary or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking desirable to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timesuch action.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties party shall use all reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent 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. In furtherance and not in limitation of the obligations in Section 5.10, each party hereto agrees to assist (i) make an appropriate filing of a Notification and cooperate Report Form pursuant to the HSR Act, (ii) comply with the other Parties in doingrequirements of section 114 of the Competition Act or, all things (and if agreed to refrain from doingby each of the parties hereto, Purchaser may also, or in the alternative, submit a request for an advance ruling certificate pursuant to cause its Subsidiaries section 102 of the Competition Act, and Representatives (iii) make other required filings pursuant to refrain from doingother Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable. With respect to the HSR Act and the Competition Act, such filings shall be made no later than ten Business Days after the date of this Agreement. Each party shall supply as promptly as reasonably practicable any inconsistent things) additional information and documentary material that may be requested pursuant to the HSR Act, the Competition Act or any other Antitrust Laws and take all other actions reasonably necessary, proper or advisable to consummate cause the expiration or termination of the applicable waiting periods under the HSR Act, the Competition Act and make effectiveany other applicable Antitrust Laws as soon as reasonably practicable. Each of Parent and Purchaser, on the one hand, and Seller, on the other hand, shall, in a timely mannerconnection with the efforts referenced in Section 5.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, the Arrangement and the Transactions, including Competition Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the seeking other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authority, including the Canadian Competition Bureau (the "Bureau") and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the Bureau or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ, the Bureau or such other applicable Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act and all necessary Regulatory Approvals other federal, state and using all foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance and not in limitation of the covenants of the parties contained in Sections 5.3(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ, the Bureau or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent the consummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, each of Parent, Purchaser and Seller shall use its reasonable best efforts to obtain resolve any Regulatory Approval such objections or suits so as soon as practicable to permit consummation of the transactions contemplated by this Agreement. Parent and as required and within Purchaser further agree, in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent the timeframes set forth under applicable Lawsconsummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, to (i) sell, hold separate or otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (ii) seeking all consentsagree to sell, approvals hold separate or waivers from third parties in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset otherwise dispose of the Parties pursuant assets to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise be acquired in this transaction in a manner which would resolve such objections or other instrument suits or obligation, (iii) permit the execution and delivery sale, holding separate or other disposition of the covenants and agreements related to obligations of the Company assets to be specifically assumed at acquired in this transaction in a manner which would resolve such objections or suits, in each case so that the Effective Time as conditions set forth in Schedule 5.07 this Agreement are timely satisfied. Subject to the obligations under Section 5.3(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby (i) each of Parent, Purchaser and Seller shall cooperate in all respects with each other and use its respective 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 Company Disclosure Scheduletransactions contemplated by this Agreement, and (ivii) the defending of Parent and Purchaser must defend, at their cost and expense, any lawsuits action or other legal proceedingsactions, whether judicial or administrative, challenging in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.3 or Section 5.10 shall limit a party's right to terminate this Agreement pursuant to Section 10.1(b) so long as such party has up to then complied in all material respects with its obligations under this Section 5.3 or the consummation of the TransactionsSection 5.10. The filing fees under any Antitrust Law, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement HSR Act and the Plan of ArrangementCompetition Act, shall be borne by the Purchaser. In addition to, and not in limitation of Notwithstanding the foregoing, the Seller and Purchaser shall (xand shall cause their respective Affiliates to) respond at their own cost as promptly as practicable to any inquiries received from the Parties agree to take all steps to FTC or the DOJ for additional information or documentation (including a second request) and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, all inquiries and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of requests received from any other Governmental Entity that may be required following the Effective TimeAuthority in connection with any Antitrust Law.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties shall parties hereto agrees to use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in a timely mannerthe most expeditious manner reasonably practicable, the Arrangement transactions contemplated by this Agreement. Without limiting the foregoing, each of the Company, Parent and Merger Sub shall make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and the Transactionstransactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, including (i) in all cases, as promptly as reasonably practicable after the seeking date of all necessary Regulatory Approvals this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement and using all to file other required filings pursuant to other Antitrust Laws within 45 calendar days after the date of this Agreement and that if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the Company, Parent and Merger Sub shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Laws with respect to which a filing has been made and use its reasonable best efforts to obtain any Regulatory Approval take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable practicable, and as Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required and within the timeframes set forth to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under applicable Lawsany other federal, (ii) seeking all state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from third other parties to contracts or instruments material to the Company's or its Subsidiaries' business in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered transactions contemplated by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to(B) in promptly making any such filings, furnishing information required in connection therewith and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have obtain timely any stay such consents, permits, authorizations, approvals or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timewaivers.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties shall parties agrees to use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in a timely mannerthe most expeditious manner practicable, the Arrangement and transactions contemplated by this Agreement. Without limiting the Transactionsforegoing, including (i) each of the seeking Company, Parent and Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby as promptly as practicable and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of all necessary Regulatory Approvals this Agreement and using all to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Antitrust Laws and use its reasonable best efforts to obtain any Regulatory Approval take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable practicable, and as required and within the timeframes set forth under applicable Laws, (ii) seeking all Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from third other parties to Contracts material to the Company's or its Subsidiaries' business in connection with the Transactionsconsummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, including those of which the failure furnishing information required in connection therewith and seeking to obtain would result timely any such consents, permits, authorizations, approvals or waivers. Subject to the terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall (1) promptly notify the other party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any breach offiling made with, or constitute a default written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party's reasonable comments; (3) not participate in any substantive meeting or an event whichdiscussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with notice or lapse respect to this Agreement and the Merger, provided, however, that any materials may be redacted before being provided to the other party (i) to remove references concerning the valuation of time or bothParent, would become a default) underthe Company, or give to others any right of terminationtheir Subsidiaries, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation(ii) financing arrangements, (iii) the execution as necessary to comply with contractual arrangements, and delivery of the covenants and agreements related (iv) as necessary to obligations address reasonable privilege or confidentiality. Each of the Company to be specifically assumed at and Parent shall promptly notify the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of other party if such party becomes aware that any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have third party has any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior objection to the Outside Date, without any setMerger on antitrust or anti-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timecompetitive grounds.

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in a timely manner, the Arrangement and effective the Transactions, including (i) the seeking of all necessary Regulatory Approvals and including, without limitation, using all its reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Lawsall Permits, (ii) seeking all consents, approvals or waivers from third approvals, authorizations, qualifications and orders of Governmental Authorities and parties in connection to contracts with the Transactions, including those of which Company and the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time Subsidiaries as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or are necessary for the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully fulfill the conditions to the Offer and the Merger; provided that neither Parent nor Merger Sub will be required by this Section 7.8 to (A) prohibit or limit the ownership or operation by the Company, Parent, Merger Sub or any of their Subsidiaries of any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or (B) divest any Shares which, in the case of each of clauses (A) and (B) of this Section 7.8(a), has an economic detriment to Parent or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timesuch action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties parties hereto shall (i) make promptly (and in any event within ten (10) business days of the date hereof) its respective filings, and thereafter make any other required submissions, under the HSR Act or other applicable foreign, federal or state antitrust, competition or fair trade Laws with respect to the Merger and (ii) use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws to consummate and make effectiveeffective the Merger, in a timely mannerincluding, the Arrangement and the Transactions, including (i) the seeking of all necessary Regulatory Approvals and using all its reasonable best efforts to promptly obtain any Regulatory Approval as soon as practicable all Permits, consents, approvals, authorizations, qualifications and as required orders of Governmental Authorities (including the approval of the Delaware Insurance Department, the Illinois Department of Insurance, the Minnesota Department of Commerce and within the timeframes set forth under applicable LawsArkansas Insurance Department, (iicollectively, the “Form A Approvals”)) seeking all consents, approvals or waivers from third and parties in connection to contracts with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution Company and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time Subsidiaries as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or are necessary for the consummation of the TransactionsMerger and to fulfill the conditions to the Merger; provided that neither Merger Sub nor Parent will be required by this Section 6.08 to take any action, including seeking entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Merger Sub, Parent, the Company or any of their respective subsidiaries or (B) limits Parent’s freedom of action with respect to, or its ability to have retain, the Company and the Company Subsidiaries or any stay portion thereof or temporary restraining any of Parent’s or interim order entered its affiliates’ other assets or businesses. Without limiting the foregoing, Parent shall use its reasonable best efforts to file or submit the Form A Approvals within ten (10) business days after the date hereof and to respond promptly to any request by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of Authority for any additional instrument information and documentary material in connection therewith. Parent shall give the Company and its counsel a reasonable opportunity to review and comment on the Form A Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Each of Parent and the Company shall promptly forward to the other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Transactions. Each of Parent and the Company agrees to defend vigorously against any actions, suits or proceedings in which either party or its subsidiaries is named as defendant which seeks to enjoin, restrain or prohibit the Transactions. In case, at any time after the Effective Time, any further action is necessary or desirable to consummate the Transactions and to fully carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps such action. Subject to Section 6.04 and the termination rights provided in Article VIII, none of the Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to incur take any costs action that are necessary to defend any lawsuits is intended to, or other legal proceedingsthat would reasonably be likely to, whether judicial materially delay or administrative, challenging this Agreement or prevent the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Time.

Further Action; Reasonable Best Efforts. (ag) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties shall party will use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from takingfile, or cause to cause its Subsidiaries and Representatives to refrain from takingbe filed, any inconsistent actions), all documents and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable to consummate and make effective, in a timely manner, the Arrangement and the Transactionstransactions contemplated by this Agreement, including (i) the seeking of preparing and filing as promptly as practicable all documentation to effect all necessary Regulatory Approvals and using all reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Lawsfilings, (ii) seeking all consents, approvals waivers, approvals, authorizations, permits or waivers orders from third parties in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise all Governmental Authorities or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of ArrangementPersons. In addition to, furtherance and not in limitation of the foregoing, (x) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the Parties agree HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof and to make, or cause to be made, the filings and authorizations, if any, required under the Other Antitrust Laws of jurisdictions other than the United States as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States and use its reasonable best efforts to take or cause to be taken all steps other actions necessary, proper or advisable consistent with this Section 6.09 to and to incur any costs that are necessary to defend any lawsuits cause the expiration or other legal proceedingstermination of the applicable waiting periods, whether judicial or administrativereceipt of required authorizations, challenging this Agreement as applicable, under the HSR Act or the consummation Other Antitrust Laws of jurisdictions other than the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval United States as soon as possiblepracticable. Without limiting the foregoing, the parties shall request and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or shall use reasonable best efforts to obtain early termination of the approval of any other Governmental Entity that may be required following waiting period under the Effective TimeHSR Act.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties shall use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise, and to assist and each shall cooperate with the other other, to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to Contracts with the Studio Entities as set forth in Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Transactions. In case, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in doingwhich case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable to consummate and make effective, in a timely manner, the Arrangement and the Transactions, including (i) the seeking of all necessary Regulatory Approvals and using all reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Laws, (ii) seeking all consents, approvals or waivers from third parties in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate effective the Transactions and cause the conditions to fully carry out the purposes of this Agreement and the Plan of ArrangementTransactions to be satisfied. In addition to, furtherance and not in limitation of the foregoing, (x) each of the Parties agree shall (and shall cause their respective Subsidiaries and Affiliates to) (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, to take file or cause to be filed any and all steps required notification and report forms under the HSR Act with respect to and the Transactions contemplated by this Agreement, (ii) use all reasonable best efforts to incur cause the expiration or termination of any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or applicable waiting periods under the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversedHSR Act, and (yiii) Parent and Acquisition Sub agree supply or cause to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree be supplied to any other restrictions, Governmental Authority as may be required in order to obtain promptly as practicable any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off additional information or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity documentary material that may be required following the Effective Timerequested pursuant to any Law or by such Governmental Authority.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the Parties parties hereto shall (i) at the reasonable request of any other party hereto, execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the OpCo Merger, the Blocker Mergers and the other Transactions and (ii) use all its commercially reasonable best efforts to taketake promptly, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to dodo promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective, in a timely manner, the Arrangement and effective the Transactions, including (i) to satisfy the seeking of conditions to the obligations to consummate the OpCo Merger and the Blocker Mergers, to effect all necessary Regulatory Approvals registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including using all its reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Lawsall permits, (ii) seeking all consents, approvals or waivers from third parties in connection with the Transactionswaivers, including those approvals, authorizations, qualifications and Orders of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time Governmental Authorities as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or are necessary for the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully fulfill the conditions to the OpCo Merger and the Blocker Mergers, including all necessary pre-Closing and post-Closing filing or notification requirements applicable under any state laws applicable to entities engaged in the Company’s business. In case, at any time after the Blocker Mergers Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers, managers and directors of each party to this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree shall use their reasonable best efforts to take all steps to such action. The Company shall be responsible for, (i) as promptly as practicable, providing the notices and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation seeking approvals of the Transactions, including seeking Governmental Authorities listed in Section 7.07(a) of the Company Disclosure Schedule (with respect to have any stay or temporary restraining or interim order entered such approval to the extent an approval is required by any court or other Governmental Entity vacated or reversed, the terms of such state licensing requirements) and (yii) Parent providing Acquiror or its designee progress reports on such notices and Acquisition Sub agree approvals periodically and upon the reasonable request of Acquiror. The Company shall use commercially reasonable efforts to take provide all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, such notices and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval all such approvals as soon as possible, and in any event prior to practicable after the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval date of any other Governmental Entity that may be required following the Effective Timethis Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the Parties parties hereto shall use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, do or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement, including: cooperation in a timely manner, the Arrangement preparation and filing of the Offer Documents and the TransactionsDirectors' Circular and any required filings under the Competition Act, including (i) the seeking of and any amendments to any such filings; and to diligently make all necessary Regulatory Approvals required regulatory filings and using all reasonable best efforts applications and to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Lawsall licenses, (ii) seeking all permits, consents, approvals or waivers from third approvals, authorizations, qualifications and orders of governmental authorities and parties in connection to contracts with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution Corporation and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time its subsidiaries as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or are necessary for the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered transactions contemplated by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and to fulfil the Plan conditions to the Offer. PUBLIC ANNOUNCEMENTS - Prior to any announcement of Arrangementa Transaction Proposal, the Purchaser and the Corporation agree to consult with each other before issuing any press release or otherwise making any public statements with respect to the Offer. In addition toThe Corporation further agrees not to make any public statements at any time with respect to the business plans of the Purchaser for the Corporation without the prior written consent of the Purchaser. REGULATORY APPROVALS - The Purchaser shall, and not in limitation shall cause the Offeror to diligently pursue, all of the foregoingregulatory approvals referred to or contemplated by paragraphs (b) and (c) of section 3 of Schedule "A" hereto, (x) and shall keep the Parties agree Corporation informed with respect to the status of applications for all such approvals, including providing all relevant documentation to the Corporation to allow it to assess the status of such applications. TAKE UP AND PAYMENT - Subject to the terms and conditions hereof, the Purchaser agrees to cause the Offeror to take all steps to up the Common Shares deposited under the Offer and to incur pay for such Common Shares in accordance with applicable Securities Laws. INCREASE IN CONSIDERATION - The Purchaser covenants that, in the event the Offeror increases the consideration per Common Share offered under the Offer (but for greater certainty, excluding any costs that are necessary to defend greater consideration paid as a result of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or proceeding in respect of fair value under the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units CBCA or any part thereofother subsequent acquisition transaction), or the operations or business units Offeror will pay such increased consideration to each holder of Shares tendered, by such holder, notwithstanding that such Common Shares have previously been taken up and paid for by the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective TimeOfferor.

Further Action; Reasonable Best Efforts. (a) Upon Section 6.5.1 Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 6.4, each of the Parties Party shall use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws to consummate and make effective, in a timely manner, effective the Arrangement Merger and the Transactionsother transactions contemplated hereby, including using reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than 10 Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Merger and the other transactions contemplated hereby and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Entity relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the seeking HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of all necessary Regulatory Approvals the United States Department of Justice (“Antitrust Division”) and using all reasonable best efforts to obtain any Regulatory Approval (ii) preparing and filing, as soon as practicable and as practicable, any form or report required and within the timeframes set forth under applicable Lawsby any other Governmental Entity relating to any Regulatory Approval, (iib) seeking taking all consents, approvals or waivers from third parties in connection with the Transactions, including those of which the failure actions necessary to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company to be specifically assumed at the Effective Time as cause all conditions set forth in Schedule 5.07 Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the Company Disclosure Scheduleinitial 30 day waiting period thereunder)) to be satisfied as soon as practicable, (ivc) the defending of any lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other proceedings to which it is a party challenging or affecting this Agreement or the consummation of Merger and the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it transactions contemplated hereby and (vid) the execution executing and delivery of delivering any additional instrument instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective TimeAgreement.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Parties shall parties agrees to use all its reasonable best efforts to take, or cause its Subsidiaries and Representatives to takebe taken, all actions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions)appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in a timely mannerthe most expeditious manner practicable, the Arrangement and transactions contemplated by this Agreement. Without limiting the Transactionsforegoing, including (i) each of the seeking Company, Parent and Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby as promptly as practicable and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of all necessary Regulatory Approvals this Agreement and using all to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Antitrust Laws and use its reasonable best efforts to obtain any Regulatory Approval take or cause to be taken all actions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable practicable, and as required and within the timeframes set forth under applicable Laws, (ii) seeking all Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from third other parties to Contracts material to the Company’s or its Subsidiaries’ business in connection with the Transactionsconsummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, including those of which the failure furnishing information required in connection therewith and seeking to obtain would result timely any such consents, permits, authorizations, approvals or waivers. Subject to the terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall (1) promptly notify the other party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any breach offiling made with, or constitute a default written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (3) not participate in any substantive meeting or an event whichdiscussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with notice or lapse respect to this Agreement and the Merger, provided, however, that any materials may be redacted before being provided to the other party (i) to remove references concerning the valuation of time or bothParent, would become a default) underthe Company, or give to others any right of terminationtheir Subsidiaries, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation(ii) financing arrangements, (iii) the execution as necessary to comply with contractual arrangements, and delivery of the covenants and agreements related (iv) as necessary to obligations address reasonable privilege or confidentiality. Each of the Company to be specifically assumed at and Parent shall promptly notify the Effective Time as set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of other party if such party becomes aware that any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have third party has any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree to take all steps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior objection to the Outside Date, without any setMerger on antitrust or anti-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Timecompetitive grounds.