Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by, or advisable under, applicable foreign Antitrust Laws (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided, that the submission or filing (i) Seller of a Notification and Buyer shall cooperate and shallReport Form pursuant to the HSR Act will be made within ten (10) Business Days of the date of this Agreement, and Seller (ii) for applicable foreign Antitrust Laws shall cause each be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within forty-five (45) calendar days of the Transferred Entities todate of this Agreement; provided, further that, in the case of clause (ii), if a party is not prepared to file any such submission or filing within such period, such party’s senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with the senior executives from the other party) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required or advisable in connection with the Foreign Antitrust Approvals or any other Antitrust Law. Parent shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Merger or regulatory filings under applicable Antitrust Laws, provided that Parent shall consult with, and Buyer consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall cause its Affiliates tonot make any offer, and Buyer acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to provide full and effective support of Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. Without limiting the foregoing, the parties shall provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. The parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws, and (vi) provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s right to direct the antitrust defense of the transaction contemplated by this Agreement, each of the Company and Parent agrees, and shall cause the Majority Stockholders toeach of its Subsidiaries, to use their respective reasonable best efforts to take obtain any consents, clearances or cause to be taken all actionsapprovals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and do any other federal, state or cause foreign law, regulation or decree designed to be done prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), to enable all things, reasonably necessary, proper or advisable on their respective parts waiting periods under this Agreement and applicable Antitrust Laws to consummate expire, and make effective to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger and the other transactions contemplated hereby to occur prior to the Termination Date, including but not limited to promptly complying with or modifying any requests for additional information (including any second request) by this Agreement as promptly as reasonably practicable, includingany Governmental Entity, (xy) preparing and filing as promptly as reasonably practicable all documentation to effect all if necessary notices, reports and other filings and to obtain as promptly as reasonably practicable clearance by any Governmental Entity before the Termination Date, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all consentsof the capital stock, registrationsassets, approvalsrights, waiversproducts or businesses of the Company and its Subsidiaries and any other restrictions on the activities of the Company and its Subsidiaries (but not, ordersin each case, interpretive guidanceof Parent or any of its Subsidiaries other than the Company and its Subsidiaries), exemptionsand (z) contesting, permits defending and authorizations necessary appealing any threatened or advisable to be obtained from pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any third party and/or any Government Entity in order hereto to consummate the transactions contemplated by this Agreementhereby, and (y) taking any and all other actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedentry, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report enactment or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforpromulgation thereof.

Reasonable Best Efforts. (a) Subject to the terms and conditions herein provided for, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing in this Agreement (other than as expressly provided for in Section 1.01) shall obligate Parent or Sub to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time) and nothing in this Agreement shall obligate Parent, Sub or any of their respective Subsidiaries or affiliates to agree (i) Seller to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any of its Subsidiaries or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and Buyer shall cooperate its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and shallits Subsidiaries. In connection with and without limiting the foregoing, and Seller shall cause (x) each of the Transferred Entities toCompany, Parent and Buyer shall cause its Affiliates to, and Buyer Sub shall use its reasonable best efforts to cause make promptly any required submissions under the Majority Stockholders toHSR Act which the Company and Parent and Sub determines should be made, use their respective reasonable best efforts in each case, with respect to take the Offer, the Merger, the Company Option Agreement or cause to be taken all actions, the Stockholder Option Agreements and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement, the Company Option Agreement as promptly as reasonably practicable, includingand the Stockholder Option Agreements, (xy) preparing Parent, Sub and filing as the Company shall cooperate with one another (i) in promptly as reasonably practicable all documentation determining whether any filings are required to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all be or should be made or consents, registrations, approvals, waiverspermits or authorizations are required to be or should be obtained under any other federal, ordersstate or foreign law or regulation or whether any consents, interpretive guidance, exemptions, permits and authorizations necessary approvals or advisable waivers are required to be or should be obtained from any third party and/or any Government Entity other parties to loan agreements or other contracts or instruments material to the Company's business in order to consummate connection with the consummation of the transactions contemplated by this Agreement, and (yii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for promptly making any such noticefilings, report or filing furnishing information required in respect of connection therewith and seeking to obtain timely any such consents, registrationspermits, approvalsauthorizations, waivers, orders, interpretive guidance, exemptions, permits approvals or waivers and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on (z) the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Company will use its reasonable best efforts promptly to grant such approvals and to take or cause to be taken such actions as are necessary to eliminate or minimize the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and effects on the transactions contemplated hereby of any antitakeover statute, regulation or charter provision that is or shall become applicable to the transactions contemplated hereby (except, in the case of any such approval or action by the Board of Directors of the Company, to the extent that the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that granting such approval or taking such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law). Without limiting the foregoing, the Company shall use its best efforts to obtain prior to the consummation of the Offer the consents, approvals and waivers listed in Section 4.07 of the Disclosure Letter, but, without Parent's consent, shall not agree to amend any material terms of any agreements referenced to herein, or pay or agree to pay any amount or other consideration in order to obtain any such approvals or waivers. In case 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 file promptly any additional information requested under any applicable Law in connection with directors of each party to this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforshall take all such necessary action.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shall----------------------- conditions herein provided, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties hereto agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, things reasonably necessary, proper or advisable on their respective parts part under this Agreement or laws and applicable Laws regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Stockholder Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each Parent, Acquisition Sub, Sellers and the Company shall cooperate with one another (i) in the preparation and filing of Buyer the Offer Documents, the Schedule 14D-9, the Proxy Statement and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all any required filings and submissions required under any applicable Law in connection with this Agreement the Company Governmental Approvals, the Parent Governmental Approvals and any other applicable laws; (ii) in determining whether action by or in respect of, or filing with, any Governmental Entity is required, proper or advisable or any actions, consents, waivers or approvals are required to be obtained from parties to any contracts, in connection with the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the Stockholder Agreement; (iii) in taking all action reasonably necessary, proper or advisable to secure any necessary consents, approvals or waivers from third parties, including under existing debt obligations of the Company and its subsidiaries or to amend the notes, indentures or agreements relating to such existing debt obligations to the extent required by such notes, indentures or agreements, or to redeem or repurchase such debt obligations; (iv) in contesting any pending legal proceeding, whether judicial or administrative, relating to the Offer or the Merger including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; (v) executing any additional instruments necessary to consummate the transactions contemplated by hereby and (vi) in seeking timely to obtain any such actions, consents and waivers and to make any such filings. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, after receipt the proper officers and directors of the request thereforeach party hereto shall take all such necessary action.

Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Each party hereto shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take make or cause to be taken all actionsmade, in cooperation with the other parties hereto and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this the extent applicable: (i) within ten (10) Business Days after the Agreement Date an appropriate filing of a Notification and applicable Laws Report Form pursuant to consummate the HSR Act with respect to the Offer and make effective the transactions contemplated by this Agreement Merger; and (ii) as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable after the Agreement Date all documentation to effect all other necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate forms, declarations, notifications, registrations and notices with other Governmental Bodies under any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant other Antitrust Law relating to the transaction contemplated under this Agreements in order to present Offer and the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityMerger. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Body under any Antitrust Law relating to the Offer and the Merger; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body under any Antitrust Law relating to the Offer and the Merger; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s antitrust counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 5.5 to cause the Majority Stockholders toexpiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Offer and the Merger. In connection with the foregoing, make as promptly as reasonably practicable all filings each party hereto shall use its reasonable best efforts: (w) to give the other party reasonable prior notice of any communication with, and submissions required any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s antitrust counsel; (x) not to participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Offer and the Merger, without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate therein; (y) if attending a meeting, conference, or conversation with a Governmental Body under any Antitrust Law relating to the Offer and the Merger, from which the other party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending, to keep the other reasonably apprised with respect thereto; and (z) to consult and cooperate with the other party in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law or proposals submitted in connection with this Agreement any proceeding, inquiry, or other proceeding under any Antitrust Law relating to the Offer and the transactions contemplated by this Agreement, after receipt of the request thereforMerger.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall use (and Buyer shall cause its Affiliates to, and Buyer shall use affiliates to use) its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement Agreement, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as promptly as reasonably practicablemay be necessary to obtain an approval or waiver from, includingor to avoid an action or proceeding by, any Governmental Entity, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect obtaining all necessary noticesconsents, reports approvals or waivers from third parties and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits approvals and authorizations necessary or advisable waivers from third parties reasonably requested by Parent to be obtained from any third party and/or any Government Entity in order to consummate respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of defending any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by the Termination Datethis Agreement; provided, however, that Buyer prior to the Effective Time in no event shall notthe Company or any of its Subsidiaries be required to pay or, and shall cause its Affiliates absent the prior written consent of Parent (such consent not toto be unreasonably withheld, make conditioned or delayed), pay or commit to pay any filing for any such noticematerial fee, report material penalties or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect other material consideration to any antitrust landlord or merger filingsother third party to obtain any consent, approval or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on waiver required for the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance consummation of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required Merger under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforreal estate leases or Company Material Contracts.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (i) Seller and, in the case of Parent and Buyer shall cooperate its Subsidiaries, the terms and shallconditions of the KMP Merger Agreement and the KMR Merger Agreement), Parent, on the one hand, and Seller shall cause each of the Transferred Entities toPartnership and the Partnership GP, on the other hand, shall cooperate with the other and Buyer use and shall cause their respective Subsidiaries to use (it being understood that with respect to KMP, its Affiliates togeneral partner and KMR and their respective Subsidiaries, Parent’s obligations shall only apply to the extent such obligation is appropriate under the Organizational Documents of KMP, its general partner and Buyer shall use KMR and their respective Subsidiaries) its reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, (A) voting or causing to be voted all Common Units beneficially owned by Parent and such Subsidiaries and controlled Affiliates in favor of the Merger at the Partnership Unitholder Meeting unless there is a Partnership Adverse Recommendation Change, (B) voting or causing to be voted all voting securities beneficially owned by Parent and such Subsidiaries and controlled Affiliates in KMP in favor of the KMP Merger at the KMP Unitholder Meeting and (C) voting or causing to be voted to the extent permitted under this Agreement the Organizational Documents of KMR, all voting securities beneficially owned by Parent and applicable Laws such Subsidiaries and its controlled Affiliates in KMR in favor of the KMR Merger at the KMR Shareholder Meeting, and to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including preparing and (y) taking filing as promptly as practicable and advisable all actions reasonably documentation to effect all necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedfilings, howevernotifications, that Buyer shall notnotices, and shall cause its Affiliates not topetitions, make any filing for any such notice, report or filing in respect of consentsstatements, registrations, approvalssubmissions of information, waivers, orders, interpretive guidance, exemptions, permits applications and authorizations with respect to other documents (including any antitrust required or merger recommended filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each Each of the Transferred Entities toCompany, Parent and Buyer shall cause its Affiliates to, and Buyer shall Sub agrees to use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts purchase of Shares pursuant to take or cause to be taken all actions, the Offer and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect Merger to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityoccur as soon as practicable. Without limiting the generality foregoing, (a) each of the foregoingCompany, each of Buyer Parent and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Majority Stockholders to, make as promptly as reasonably practicable Offer and the Merger (which actions shall include furnishing all filings and submissions information required under any applicable Law in connection the HSR Act, including, without limitation, with this Agreement and respect to the transactions contemplated by the Preferred Stock Purchase Agreement, and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer and the Merger and (b) each of the Company, Parent and Sub shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their Subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company shall not be obligated to use its reasonable best efforts or to take any action pursuant to this Section 7.11 if the Board of Directors of the Company shall determine, in its good faith judgment, based on the opinion of independent outside legal counsel to the Company, that such action would constitute a breach of such Board's duties under applicable law, and file promptly any additional information requested under any applicable Law (ii) in connection with this Agreement and any filing or submission required or action to be taken by Parent, the Company or any of its respective Subsidiaries to consummate the Offer, the Merger or the other transactions contemplated by in this Agreement, after receipt the Company shall not, without Parent's prior written consent, commit to any divestiture of assets or businesses of the request thereforCompany and its Subsidiaries if such divested assets and/or businesses are material to the assets or profitability of the Company and its Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall be required to divest any assets or business of Parent or its Subsidiaries or the Company or its Subsidiaries if such divested assets and/or businesses are material to the assets or profitability of Parent or its Subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole, respectively, or hold separate or otherwise take or commit to take any action that materially limits its freedom of action with respect to the Company or any such assets or businesses.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, the Company and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (yii) taking obtaining and maintaining all actions reasonably necessary in order approvals, consents, registrations, permits, authorizations and other confirmations required to comply with or satisfy the requirements of be obtained from any applicable Law Governmental Authority or other requirements of any Government Entity third party that would prevent the consummation of are necessary, proper or advisable to consummate the transactions contemplated by this Agreement by Agreement; provided that the Termination Date; providedparties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) entering into any settlement, howeverundertaking, that Buyer shall notconsent decree, and shall cause its Affiliates not to, make stipulation or agreement with any filing for any such notice, report or filing Governmental Authority in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations connection with the transactions contemplated hereby with respect to any antitrust of the material businesses, assets or merger filingsproperties of Parent or the Company or any of their respective material Subsidiaries and (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or initiate taking any communications with other action (or otherwise agreeing to do any Government Entity of the foregoing) with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing material businesses, assets or properties of Parent or the Company or any of their respective material Subsidiaries (it being understood that any business of Parent or the Company or any of their respective Subsidiaries generating revenues in calendar year 2009 that is submitted to a Government Entity. Without limiting the generality in excess of 5% of the foregoingaggregate revenues generated by Parent and its Subsidiaries, each of Buyer and Seller shalltaken as a whole, and Seller in such calendar year, shall cause be considered to be a “material business” for these purposes); provided, further, that if so requested by Parent, the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Company shall use its reasonable best efforts to cause take any action identified in foregoing clauses (A) and (B) reasonably necessary to obtain clearances or approvals required to give effect to the Majority Stockholders Merger and the other transactions contemplated by this Agreement under Applicable Law, provided that such action is conditioned on the Closing and does not reduce the amount or delay the payment of the Merger Consideration. Parent and the Company shall promptly consult with the other with respect to, make as promptly as reasonably practicable provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings and submissions required under made by such party with any applicable Law Governmental Authority or any other Person or any other information supplied by such party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Without limiting the foregoing, (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities toCompany, Parent and Buyer shall cause its Affiliates to, and Buyer Merger Sub shall use its reasonable best efforts to cause make promptly any required submissions under the Majority Stockholders toHSR Act which the Company or Parent determines should be made, use their respective reasonable best efforts in each case, with respect to take or cause to be taken all actions, the Merger and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includinghereby, (xii) preparing neither the Company nor Parent (including their respective Subsidiaries) shall engage in any transaction that would reasonably be expected to prevent or materially delay the obtaining of any regulatory approval that is required as a condition to Closing under Article VI, and filing as (iii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly as reasonably practicable all documentation determining whether any filings are required to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all be or should be made or consents, registrations, approvals, waiverspermits or authorizations are required to be or should be obtained under any other federal, ordersstate or foreign Law or regulation or whether any consents, interpretive guidance, exemptions, permits and authorizations necessary approvals or advisable waivers are required to be or should be obtained from any third party and/or any Government Entity in order other parties to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law loan agreements or other requirements of any Government Entity that would prevent contracts or instruments material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for (B) in promptly making any such noticefilings, report or filing furnishing information required in respect of connection therewith and seeking to obtain timely any such consents, registrationspermits, authorizations, approvals or waivers; provided that obtaining the consents, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect specified in clause (iii) shall not be a condition to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and closing the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law Agreement except as expressly provided in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforArticle VI.

Reasonable Best Efforts. (a) (i) Except where a different threshold of efforts is expressly provided in this Agreement (in which case, such different threshold of efforts shall apply), each of the Seller Parties and the Buyer Parties shall cooperate and shall, and the Seller Parties shall cause each of the Transferred Entities to, and Buyer Ultimate Parent shall cause each of its Controlled Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that the Seller Parties and the Buyer Parties shall not, and the Seller Parties shall cause each of the Transferred Entities not to, and Buyer Ultimate Parent shall cause each of its Controlled Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger or NISPOM or CFIUS filings, or initiate any communications with any Government Entity with respect to any antitrust or merger or NISPOM or CFIUS filings, without Buyer’s first consulting with Seller the other Parties in order to give Seller the Parties a reasonable opportunity to comment on the content of any antitrust or merger filing or NISPOM or CFIUS filings relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of the Seller Parties and the Buyer and Seller Parties shall, and the Seller Parties shall cause each of the Transferred Entities to, and Buyer Ultimate Parent shall cause each of its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders Controlled Affiliates to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate provisions of this Agreement and shallapplicable law, and Seller shall cause each of the Transferred Entities toCompany, Parent and Buyer shall cause its Affiliates to, and Buyer shall Sub agrees to use its reasonable best efforts to cause the Majority Stockholders topurchase of Shares pursuant to the Offer and the consummation of the Merger to occur as soon as practicable. Without limiting the foregoing, (a) each of the Company, Parent and Sub agree to use their respective its reasonable best efforts to take take, or cause to be taken taken, all actionsactions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer, the Merger and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this the Asset Purchase Agreement as (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly as reasonably practicablecooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer, including, (x) preparing the Merger and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by the Asset Purchase Agreement and (b) each of the Company, Parent and Sub shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger and the transactions contemplated by the Asset Purchase Agreement or the taking of any action contemplated thereby or by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, and (yi) taking all actions reasonably the Company shall not be obligated to use its reasonable best efforts or to take any action pursuant to this Section 7.11 if the Board of Directors of the Company shall conclude in good faith based on the advice of its outside counsel that such action is necessary in order to comply with its fiduciary duties under applicable law, and (ii) in connection with any filing or satisfy submission required or action to be taken by Parent, the requirements Company or any of any applicable Law their respective Subsidiaries to consummate the Offer, the Merger or the other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by in this Agreement by or the Termination Date; providedAsset Purchase Agreement, however, that Buyer the Company shall not, without Parent's prior written consent, commit to any divestiture transaction and neither Parent nor any of its Subsidiaries shall cause be required to divest or hold separate or otherwise take or commit to take any action that limits its Affiliates not freedom of action with respect to, make or its ability to retain, the Company or any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before businesses, product lines or assets of Parent or any of its Subsidiaries or that would have a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforMaterial Adverse Effect on Parent.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws, rules and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports filings and other filings documents and to obtain as promptly as reasonably practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, registrations, approvals, waivers, orders, interpretive guidanceapprovals, exemptionspermits, permits rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or or any Government Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, . In furtherance and (y) taking all actions reasonably necessary not in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each party hereto agrees (A) to make, as promptly as practicable, to the extent it has not already done so, (1) an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 15 business days of the date hereof), (2) appropriate filings with the applicable Governmental Entities under any Applicable Antitrust Laws within the time periods specified thereunder to effect a Closing as soon as practicable and (3) appropriate filings and applications to the FCC for its consent to the transaction contemplated hereby (which filing shall be made in any event within 20 business days of the date hereof), and Seller shall cause the Transferred Entities to(B) in each case, to supply as promptly as practicable any additional information and Buyer shall cause its Affiliates, documentary material that may be requested pursuant to such Applicable Antitrust Laws or by such authorities and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforall such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other Applicable Antitrust Laws or from such authorities as soon as practicable.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Stockholder shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, Applicable Law in connection with (xi) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents and to obtain as promptly as reasonably practicable (ii) obtaining and maintaining all approvals, consents, registrations, approvalspermits, waivers, orders, interpretive guidance, exemptions, permits authorizations and authorizations necessary or advisable other confirmations required to be obtained from any Governmental Authority or other third party and/or any Government Entity in order that are necessary, proper or advisable to consummate the transactions contemplated by this the Merger Agreement. Each Stockholder shall, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of extent related to the transactions contemplated by this Agreement by the Termination Date; providedMerger Agreement, however, that Buyer shall not, (A) cooperate in all respects and shall cause its Affiliates not to, make any filing for any such notice, report or filing consult with Parent in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations connection with respect to any antitrust or merger filings, including by providing Parent with information as may reasonably be required to prepare any filings or initiate any communications with any Government Entity with respect submissions and by allowing Parent to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and by considering in good faith Parent’s views, (B) to the content extent not prohibited by Applicable Law, promptly inform Parent of any merger filing relevant written or oral communication received by such Stockholder from, or given by such Stockholder to, Governmental Authorities, including by promptly providing copies to Parent of any such written communications and (C) permit Parent to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with Governmental Authorities, and to the transaction contemplated under this Agreements extent not prohibited by a Governmental Authority, give Parent the opportunity to attend and participate in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityany in-person meetings with that Governmental Authority. Without limiting the generality of Notwithstanding the foregoing, each of Buyer and Seller shall, and Seller shall cause materials required to be provided pursuant to this Section 4.07 may be redacted to remove references (x) concerning the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt valuation of the request thereforCompany, (y) as necessary to comply with contractual arrangements and (z) as necessary to comply with Applicable Law. Each Stockholder may, as it deems advisable and necessary, reasonably designate any competitively sensitive material as “outside counsel only”.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the Majority Stockholders toMergers and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use their respective its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Mergers under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Each party hereto shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take make or cause to be taken all actionsmade, in cooperation with the other parties hereto and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement the extent applicable and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, practicable (xand in any event within five (5) preparing Business Days) after the Agreement Date: (i) an appropriate filing of a Notification and filing as promptly as reasonably practicable all documentation Report Form pursuant to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations HSR Act with respect to any antitrust or merger the Offer and the Merger; and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant other Law relating to the transaction contemplated under this Agreements in order to present Offer and the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityMerger. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary consistent with this Section 5.5 to cause the Majority Stockholders expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws. In connection with the foregoing, each party hereto shall use its reasonable best efforts to: (w) whenever possible, make as promptly as each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (x) where reasonably practicable all practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings and submissions required under any or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate; (y) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto; and (z) the parties hereto shall consult and cooperate with one another in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law or proposals submitted in connection with this Agreement proceedings under or relating to any antitrust Laws. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (1) to avoid the transactions contemplated entry of any Restraint; and (2) to eliminate every impediment under any antitrust Law that may be asserted by this Agreementany Governmental Body so as to enable the Effective Time to occur as soon as reasonably possible (and in any event, after receipt of not later than the request thereforOutside Date).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate the Transactions, including the Offer and make effective the transactions contemplated by this Agreement Merger, as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, waiverspermits, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, and (yii) taking all actions reasonably necessary steps as may be necessary, subject to the limitations in order this Section 7.2, to comply with obtain all such waiting period expirations or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedterminations, howeverconsents, that Buyer shall notclearances, and shall cause its Affiliates not towaivers, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits . In furtherance and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller not in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each Party agrees to (x) make an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and Seller shall in any event within three (3) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to take all other actions necessary to cause the Transferred Entities expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (y) make an appropriate filing with Bundeskartellamt in the Federal Republic of Germany with respect to the Transactions as may be required and as promptly as practicable, and in any event within three (3) business days after the execution of this Agreement (unless a later date is mutually agreed between the Parties) and (z) make all other necessary filings as promptly as practicable after the date hereof and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under applicable Antitrust Laws as soon as practicable. Parent shall be responsible for paying all administrative filing fees due in connection with any filing, notification, or submission under the HSR Act and all other Antitrust Laws relating to the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, none of Parent, Purchaser or any of their respective Subsidiaries shall be required to, and Buyer shall cause its Affiliates, the Company may not and Buyer shall use its reasonable best efforts to cause the Majority Stockholders may not permit any Subsidiary to, make as promptly as reasonably practicable all filings and submissions required under without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any applicable Law in connection action with this Agreement and the transactions contemplated by this Agreementrespect to, and file promptly any additional information requested under requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any applicable Law in connection with this Agreement and the transactions contemplated by this Agreementassets, after receipt business or portion of business of the request thereforCompany, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parties hereto shall use its reasonable best efforts to cause the Majority Stockholders (subject to, and in accordance with, applicable Law) to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as practicable, the Mergers and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all required filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the Parties hereto agrees to use their respective its reasonable best efforts to (i) cooperate with the other Party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and in timely making all such filings, (ii) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Authority with respect to this Agreement or the transactions contemplated hereby, (iii) supply as promptly as reasonably practicable and to the extent necessary any additional information and documentary material that may be requested pursuant to any applicable Laws by any Governmental Authority, and (iv) take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Mergers under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesand, reports and other filings and to obtain as promptly as reasonably practicable all consentsin any event, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate no later than the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Outside Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws, rules and regulations to consummate the Arrangement and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof and in no event after the Outside Date, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports filings and other filings documents and to obtain as promptly as reasonably practicable all authorizations, consents, registrationsorders or approvals of, approvalsor declarations or filings with, and all expirations of waiting periods required from, any Governmental Entity, including pursuant to the HSR Act, the CCA, and all other consents, waivers, orders, interpretive guidanceapprovals, exemptionspermits, permits rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the Arrangement or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, (i) each Party agrees (A) to make, as promptly as practicable, and in any event no later than 15 Business Days from the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (B) to make, as promptly as reasonably practicable such other notifications and filings as are required under the CCA and any Merger Control Laws with respect to the transactions contemplated hereby that the Parties agree are required to be made, and (yC) taking to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the CCA or Merger Control Law by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any Merger Control Law and to secure any clearances and authorizations under Merger Control Laws on or before the Outside Date; and (ii) the Company agrees that it shall and, where appropriate, shall cause each of its Subsidiaries to (X) use commercially reasonable efforts to satisfy all actions reasonably necessary conditions precedent in order this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Laws may impose on the Company or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of its Subsidiaries with respect to the transactions contemplated by this Agreement by and (Y) reasonably cooperate with Parent and its advisors in implementing the Termination Date; providedArrangement and determining the optimal structure of Parent and the Company following the closing of the Arrangement, however, provided that Buyer the Company shall not, and shall cause its Affiliates not to, make any filing for any such notice, report be obligated to consent or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect agree to any antitrust or merger filingschange to the structure of the Arrangement that would reduce, impair, or initiate any communications with any Government Entity with respect to any antitrust otherwise negatively impact the benefits of the Arrangement, or merger filingswould otherwise be prejudicial, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present Company Securityholders or that would materially delay the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforEffective Date.

Reasonable Best Efforts. (a) (i) Seller The Company and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parent shall use its their reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all actionsappropriate action, and do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (xii) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all from any Governmental Entities any consents, registrationslicenses, permits, waivers, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable orders required (A) to be obtained from or made by Parent or the Company or any third party and/or of their Subsidiaries, (B) to avoid any Government action or proceeding by any Governmental Entity in order to consummate connection with the transactions contemplated by authorization, execution and delivery of this Agreement, Agreement and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by herein, including, without limitation, the Termination Date; provided, however, that Buyer shall notMerger, and shall cause its Affiliates not to(C) to prevent a Company Material Adverse Effect or a Parent Material Adverse Effect from occurring prior to or after the Effective Time, and (iii) make all necessary filings, and thereafter make any filing for any such noticeother required submissions, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the Merger required under the Securities Act and the Exchange Act, any other applicable federal or state securities Laws, and any other applicable Law. Parent and the Company shall cooperate with each other in connection with the making of all filings referenced in the preceding sentence, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall have the right to review and approve in advance, such approval not to be unreasonably withheld, all the information relating to the other party and its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent may, as each deems reasonably advisable and file promptly necessary, designate any additional competitively sensitive information requested provided to the other under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt Section 6.5 as "outside counsel only." Such information shall be given only to outside counsel of the request thereforrecipient. In addition, the Company and Parent may redact any information from such documents shared with the other party or its counsel that is not pertinent to the subject matter of the filing or submission.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, Mondavi and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Constellation will use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws or Applicable Law to consummate and make effective the transactions contemplated by this Agreement Agreement, including the Merger, as promptly soon as reasonably practicable, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by the Termination Date; providedand (ii) taking reasonable steps as may be necessary to obtain all such consents, howeverwaivers, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer Mondavi and Seller shallConstellation agrees to make all necessary filings in connection with any approvals, filings consents, orders or waiting periods of any Governmental Authority which, if not obtained in connection with the consummation of the transactions contemplated hereby, would reasonably be expected to have a Material Adverse Effect on Mondavi or Constellation (“Approvals”) as promptly as practicable after the date of this Agreement, and Seller to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents requested with respect to such Approvals and shall cause otherwise cooperate with the Transferred Entities to, applicable Governmental Authorities in order to obtain any Approvals in as expeditious a manner as possible. Each of Mondavi and Buyer shall cause its Affiliates, and Buyer Constellation shall use its reasonable best efforts to cause the Majority Stockholders toresolve such objections, make if any, as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection Governmental Authority may assert with respect to this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law hereby in connection with the Approvals. In the event that a suit is instituted by a Person or Governmental Authority challenging this Agreement and the transactions contemplated hereby as violative of applicable antitrust or competition laws, each of Mondavi and Constellation shall use its reasonable efforts to resist or resolve such suit. Mondavi and Constellation each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, request, notice or application made by or on behalf of Mondavi, Constellation or any of their respective subsidiaries to any third party and/or any Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws and regulations to consummate the Mergers and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing filing, in consultation with the other party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, reports petitions, filings, Tax ruling requests and other filings documents and to obtain as promptly as reasonably practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, waiverspermits, orders, interpretive guidance, exemptions, permits Tax rulings and authorizations necessary or advisable to be obtained from any third party Third Party and/or any Government Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof (and, in any event, within fifteen (15) Business Days following the date hereof), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and (B) all other necessary registrations, declarations, notices and filings relating to the Mergers with other Governmental Entities under any other antitrust, competition, trade regulation or other Regulatory Law with respect to the transactions contemplated hereby and to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Regulatory Law as soon as practicable and not extend any waiting period under the HSR Act or any other Regulatory Law or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply except with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation prior written consent of the transactions other party, which consent shall not be unreasonably withheld or delayed. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content as violative of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingRegulatory Law, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement Parent and the Company shall cooperate with each other to (x) obtain any regulatory approval, (y) contest and resist any such Action, or (z) avoid the entry of or have vacated or terminated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Closing or the other transactions contemplated by this Agreement, herein. Parent shall be responsible for all filing fees and file promptly local counsel fees relating to any additional information requested under any applicable Law filings contemplated in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforforegoing.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate the Merger and make effective the transactions contemplated by this Agreement other Transactions as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as reasonably practicablepracticable and advisable after the date hereof, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to use its reasonable best efforts to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, waiverspermits, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated Merger or any of the other Transactions and (ii) using reasonable best efforts to take all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals as promptly as practicable. In furtherance and not in limitation of the foregoing, (A) each Party agrees to make (or cause to be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable (and unless otherwise agreed by the Parties, within fourteen (14) business days after the date of this Agreement), and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, including responding to any Request for Additional Information and Documentary Material under the HSR Act as promptly as reasonably practicable, or any other Antitrust Information or Document Requests made of the Parties, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (B) each Party agrees to submit (or cause to be submitted) a briefing paper to the CMA as promptly as practicable (and unless otherwise agreed by the Parties within fourteen (14) business days) after the date of this Agreement, and to supply as promptly as practicable any additional information and documentary material that the CMA may request, and to take all other actions to resolve or conclude any formal review under the EA 2002 and obtain clearance and approval to complete the Merger and the other Transactions from the CMA and (yC) taking all actions reasonably necessary unless otherwise agreed by the Parties in order writing, Parent and the Company shall submit, or cause to comply with or satisfy be submitted, (1) as promptly as practicable (and unless otherwise agreed by the requirements Parties, within fourteen (14) business days) after the date of any applicable Law or other requirements of any Government Entity that would prevent the consummation this Agreement, a draft of the transactions joint notice to CFIUS (“CFIUS Notice”) contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations under 31 C.F.R. § 800.501(g) with respect to any antitrust or merger filingsthe Transactions, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make (2) as promptly as reasonably practicable all filings after receiving feedback from CFIUS regarding the draft CFIUS Notice referenced in clause (1), a formal CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a), and (3) as soon as possible (and in any event in accordance with applicable regulatory requirements) any other submissions required under any applicable Law that are formally requested by CFIUS to be made, or which Parent determines should be made, in each case in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly Transactions. Parent shall bear the cost of any additional information requested under any applicable Law filing fees payable to Governmental Entities in connection with this Agreement and the transactions contemplated by this Agreement, after receipt filing of the request thereforNotification and Report Forms filed under the HSR Act or filings under EA 2002, and, the CFIUS Notice.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its commercially reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws, rules and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports filings and other filings documents and to obtain as promptly as reasonably practicable all Requisite Regulatory Approvals and all other consents, registrations, approvals, waivers, orders, interpretive guidanceapprovals, exemptionspermits, permits rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or or any Government Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, . In furtherance and (y) taking all actions reasonably necessary not in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each party hereto agrees (A) to make, as promptly as practicable, to the extent it has not already done so, an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act, if applicable, with respect to the transactions contemplated hereby (which filing, if applicable, shall be made in any event within 15 business days of the date hereof) and Seller shall cause (B) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Transferred Entities to, HSR Act or by such authorities and Buyer shall cause its Affiliates, and Buyer shall to use its commercially reasonable best efforts to cause the Majority Stockholders toexpiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, make as promptly as reasonably practicable all filings waivers, orders, approvals, permits, rulings, authorizations and submissions required clearances under any other applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforantitrust laws or from such authorities as soon as practicable.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the Mergers and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, tax ruling requests and other filings documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Mergers or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by and the Termination Date; providedStockholders Agreements (collectively, however, that Buyer shall not, the "Required Approvals") and shall cause its Affiliates (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each party hereto agrees to make, as promptly as practicable, to the extent it has not already done so, (i) an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 10 Business Days of the date hereof), (ii) appropriate filings with the FCC, Franchising Authorities and PUCs with respect to the transactions contemplated hereby, (iii) appropriate filings with the European Commission in accordance with applicable competition, merger control, antitrust, investment or similar laws and any necessary filings under the Canadian Investment Regulations within the time periods specified thereunder, and Seller shall cause (iv) all other necessary filings with other Governmental Entities relating to the Transferred Entities toMergers, and, in each case, to supply as promptly as practicable any additional information and Buyer shall cause its Affiliates, documentary material that may be requested pursuant to such laws or by such authorities and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of Required Approvals under such other laws or from such authorities as soon as practicable. Notwithstanding the request thereforforegoing, nothing in this Section 6.4 shall require, or be deemed to require, (i) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or assets or take any other action if doing so would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Holdco after the Mergers or (ii) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Mergers. Neither party shall take or agree to take any action identified in clause (i) or (ii) of the immediately preceding sentence without the prior written consent of the other party (which shall not be unreasonably withheld or delayed).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer conditions of this Agreement, the Company and Parent shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingMerger, (x) including (i) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary noticesFilings, reports (ii) obtaining and other filings and to obtain as promptly as reasonably practicable maintaining all licenses, authorizations, permits, consents, registrations, approvals, waiversclearances, orders, interpretive guidancevariances, exemptions, permits orders and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Government Entity in order Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by Merger and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, Agreement and (y) taking all actions reasonably necessary which may include contesting (which may include by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in order a federal, state or administrative court seeking to comply with enjoin, restrain, prevent, prohibit or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the make illegal consummation of the transactions contemplated Merger or seeking damages or to impose any terms or conditions in connection with the Merger or (ii) Order that has been entered by this Agreement by the Termination Date; provideda federal, howeverstate or administrative court that enjoins, that Buyer shall notrestrains, and shall cause its Affiliates not toprevents, make any filing for any such notice, report prohibits or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance makes illegal consummation of the transaction before a merger filing is submitted Merger or imposes any damages, terms or conditions in connection with the Merger. Subject to a Government Entity. Without limiting the generality clause (y) of the foregoingpreceding sentence, each of Buyer the parties understand and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall agree that Parent’s obligation to use its reasonable best efforts to cause the Majority Stockholders toset forth in this Section 8.01(a) includes taking all actions and doing all things necessary, make as promptly as reasonably practicable all filings and submissions required proper or advisable under any applicable Applicable Law in connection with this Agreement (including divestitures and the transactions contemplated by this Agreemententry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt (z) of the request thereforfirst sentence of Section 8.01(b) to consummate the Merger so long as such actions would not have and would not reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or on the Company.

Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shall, and Seller shall cause each Each of the Transferred Entities to, Company and the Buyer shall cause its Affiliates to, and Buyer shall Parties agrees to use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by Transactions as soon as practicable after the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entitydate hereof. Without limiting the generality of the foregoing, each of the Company and the Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Parties (i) agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Majority Stockholders to, make as promptly as reasonably practicable Transactions (which actions shall include furnishing all filings and submissions information required under any applicable Law in connection with this Agreement approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the transactions Transactions, (ii) shall, and shall cause its Subsidiaries to, use its or their reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public Person required to be obtained or made by the Buyer Parties, the Company or any of their Subsidiaries in connection with the Transactions or the taking of any action contemplated thereby or by this Agreement, the Parent Asset Purchase Agreement and file promptly the Arizona Asset Purchase Agreement and (iii) agrees to execute and deliver any additional documents or instruments necessary, proper or advisable to consummate the Transactions contemplated hereby, and to fully carry out the purposes of this Agreement, the Parent Asset Purchase Agreement and the Arizona Asset Purchase Agreement. Subject to applicable Laws relating to the exchange of information, each of the Buyer Parties and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information requested under relating to the Buyer Parties or the Company, as the case may be, and any applicable Law of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third Person and/or any Governmental Entity in connection with this Agreement the Transactions (including the Proxy Statement). In exercising the foregoing rights, the Company and the transactions contemplated by this Agreement, after receipt each of the request thereforBuyer Parties shall act reasonably and as promptly as practicable.

Reasonable Best Efforts. (a) Each party shall make or cause to be made, in cooperation with the other parties and to the extent applicable: (i) Seller as promptly as practicable (and Buyer shall cooperate in any event within three (3) Business Days) after the Agreement Date, an appropriate filing of a Notification and shallReport Form pursuant to the HSR Act with respect to the Offer and the Merger; and (ii) as promptly as practicable (and in any event within seven (7) Business Days) after the Agreement Date, all other necessary filings, forms, declarations, notifications, registrations and Seller shall cause each of notices with other Governmental Bodies under any other antitrust, competition, trade regulation, or other Law relating to the Transferred Entities to, Offer and Buyer shall cause its Affiliates to, and Buyer the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary to cause the Majority Stockholders toexpiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, use their respective competition or similar Laws. In connection with the foregoing: (w) whenever possible, each party shall give the other party reasonable best efforts to take or cause to be taken all actionsprior notice of any communication with, and do any proposed understanding or cause agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to be done all thingsreview and discuss in advance, reasonably necessaryand consider in good faith the views of the other in connection with, proper any proposed communication, understanding or advisable on their respective parts under this Agreement and applicable Laws agreement with any Governmental Body with respect to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableMerger, including, subject to advice of such party’s antitrust counsel; (x) preparing and filing as promptly as where reasonably practicable all documentation practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party attend and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and participate; (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any if one party is prohibited by applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedapplicable Governmental Body from participating in or attending any meetings, howeverconferences or conversations, that Buyer the attending party shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations keep the other reasonably apprised with respect thereto; and (z) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityLaws. Without limiting the generality of the foregoing, the Company and Parent shall each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts efforts: (1) to cause avoid the Majority Stockholders to, make entry of any Restraint; and (2) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Body so as promptly to enable the Closing to occur as soon as reasonably practicable all filings possible (and submissions required under in any applicable Law in connection with this Agreement and event, not later than the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforOutside Date).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer conditions of this Agreement, Parent and the Company shall cooperate with each other and shall, use (and Seller shall cause each of the Transferred Entities to, their respective Subsidiaries and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts Representatives to cause the Majority Stockholders to, use use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts its part under this Agreement and applicable Laws to cause the conditions set forth in Article VIII to be satisfied and to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement hereby as promptly soon as reasonably practicable, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, approvals, registrations, approvalsauthorizations, waivers, orders, interpretive guidance, exemptions, permits Permits and authorizations Orders necessary or advisable to be obtained from any third party Third Party and/or any Government Governmental Entity (including pursuant to the HSR Act and any other Required Antitrust Approval) in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to (i) make an appropriate filing of a Notification and (y) taking all actions reasonably necessary in order Report Form pursuant to comply the HSR Act with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of respect to the transactions contemplated by this Agreement by as promptly as practicable following the Termination Date; provideddate of this Agreement, however(ii) make all necessary notifications, filings or registrations necessary to obtain the other Required Antitrust Approvals as promptly as practicable following the date of this Agreement, (iii) supply as promptly as reasonably practicable any additional information and documentary material that Buyer shall notmay be requested pursuant to the HSR Act or any other Required Antitrust Approvals, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall (iv) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.6 to cause the Majority Stockholders toexpiration or termination of the applicable waiting periods, make or receipt of required authorizations, as promptly applicable, under the HSR Act or other Antitrust Laws as reasonably practicable all filings soon as practicable. Without limiting the foregoing, the parties shall request and submissions required shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act and any applicable Law other Antitrust Laws, to the extent applicable. Notwithstanding anything to the contrary contained in connection with this Agreement and the transactions contemplated by this Agreement, the Parties hereby agree and file promptly acknowledge that neither this Section 7.6 nor the “reasonable best efforts” standard shall require, or be construed to require Parent or the Company or any additional information requested under any applicable Law in connection with this Agreement of their respective Subsidiaries or other Affiliates, and the transactions contemplated by this AgreementCompany shall not without Parent’s prior written consent, in either case in order to obtain any required approval from any Governmental Entity or otherwise to: (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumberment or holding separate, before or after receipt the Acceptance Time or the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the request thereforCompany or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates), or (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, Parent, on the one hand, and Seller shall cause each of the Transferred Entities toPartnership, the General Partner and Buyer the Managing Partner, on the other hand, shall cooperate with the other and use and shall cause its Affiliates to, and Buyer shall their respective Subsidiaries to use its reasonable best efforts to cause the Majority Stockholders to(i) take, use their respective reasonable best efforts to take or cause to be taken taken, all appropriate actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be free to vote such Common Units in Parent’s sole discretion) and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notifications, notices, reports and other filings and to obtain as promptly as reasonably practicable all consentspetitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, waiversconsents, ordersclearances, interpretive guidanceexpirations or terminations of waiting periods, exemptionsregistrations, permits permits, authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (yiii) taking all actions reasonably necessary in order to comply with defend any Proceedings challenging this Agreement or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance ability of the transaction before a merger filing is submitted parties to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by this Agreementhereby and (iv) obtain all necessary consents, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforapprovals or waivers from third parties.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parties shall use its reasonable best efforts to cause the Majority Stockholders (subject to, and in accordance with, applicable Law) to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as practicable, the Mergers and the other transactions contemplated by this Agreement, including, but not limited to, preparing and filing as promptly as practicable all documentation to effect all required filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each Party agrees to use their respective its reasonable best efforts to (i) cooperate with the other Parties in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby and in timely making all such filings, (ii) promptly furnish the other Parties, subject in appropriate cases of sensitive or proprietary information to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other Parties and their Affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Authority with respect to this Agreement or the transactions contemplated hereby, (iii) supply as promptly as reasonably practicable and to the extent necessary any additional information and documentary material that may be requested pursuant to any applicable Laws by any Governmental Authority, and (iv) take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts to obtain necessary or advisable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Mergers under this Agreement and any applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary noticesand, reports and other filings and to obtain as promptly as reasonably practicable all consentsin any event, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate no later than the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Outside Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, OPCH and Amedisys will cooperate with each other and use (iand will cause their respective subsidiaries to use) Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this AgreementAgreement and cause the conditions to the Merger set forth in Article VII to be satisfied as promptly as reasonably practicable, and including by using their respective reasonable best efforts to accomplish the following (y) taking all actions reasonably necessary in order to comply connection with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by Agreement, including the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make Merger) as promptly as reasonably practicable practicable: (i) obtaining all actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and other confirmations from any Governmental Entity or other person that are necessary, proper or advisable, (ii) preparing and making all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings and submissions required under with Governmental Entities) that are necessary, proper or advisable, (iii) taking all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid an Action by, any applicable Law in connection with Governmental Entity or other person, (iv) defending any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement and or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, including seeking to have any stay, temporary restraining order or injunction entered by any court of other Governmental Entity vacated or reversed and file promptly (v) executing and delivering any additional information requested instruments that are reasonably necessary, proper or advisable to carry out fully the purposes of this Agreement. Each of OPCH and Amedisys shall, in consultation and cooperation with the other and as promptly as reasonably practicable (but in no event later than as required by Applicable Law, or later than ten business days from the date of this Agreement with respect to its filing under the HSR Act) make its filing under the HSR Act and any applicable Law filings set forth on Section 7.1(c) of the OPCH Disclosure Letter. Neither OPCH nor Amedisys will withdraw any such filings or applications without the prior written consent of the other party. Notwithstanding anything to the contrary contained in this Agreement, neither OPCH nor Amedisys, nor any of their respective subsidiaries, shall be required to (and Amedisys shall not, without OPCH’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed)), pay any material consent or other similar fee, payment or consideration, make any other material concession or provide any additional material security (including a guaranty) to any non-Governmental Entity third party in connection with this Agreement and seeking or obtaining its consent to the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions herein provided, and Seller shall cause each of Parent, Merger Sub, Merger LLC and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Company shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation the transactions contemplated by or related to effect all necessary noticesthe Transaction Documents and the New Governance Agreement (including the satisfaction, reports but not waiver, of the closing conditions set forth in Article VI). Notwithstanding the foregoing, each of Parent, Merger Sub, Merger LLC and other filings and the Company shall use their reasonable best efforts to obtain as promptly as reasonably practicable consents of all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits Governmental Authorities and authorizations Third Parties necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by or related to the Transaction Documents and the New Governance Agreement. Each Party hereto shall make an appropriate filing, if necessary, pursuant to the HSR Act (or any other Competition Law) with respect to the transactions contemplated by or related to the Transaction Documents and the New Governance Agreement as promptly as practicable after the date of this Agreement, and Agreement (y) taking all actions reasonably necessary in order which filing to comply with or satisfy the requirements extent applicable shall request early termination of any applicable Law waiting period) and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act (or any other requirements Competition Law). Without limiting the foregoing, (a) each Party and its respective controlled Affiliates shall not extend (or take any action with the effect of extending) any Government Entity waiting period or comparable period under the HSR Act (or any other Competition Law) or enter into any agreement with any Governmental Authorities not to consummate the transactions contemplated hereby or by any of the other Transaction Documents and the New Governance Agreement, except with the prior written consent of the other Parties hereto, (b) the Parties agree to use their reasonable best efforts to satisfy the closing condition set forth in Section 6.1(c) and to defend any Actions by any Governmental Authority challenging this Agreement or any of the other Transaction Documents or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement hereby or thereby (including the transactions contemplated by the Termination New Governance Agreement), (c) Parent, Merger Sub and Merger LLC agree to take (and Parent’s, Merger Sub’s and Merger LLC’s “reasonable best efforts” with respect to the satisfaction of the closing condition set forth in Section 6.1(b) shall expressly include the taking of), and cause their respective controlled Affiliates to take, all actions that are necessary or as may be required by any Governmental Authority to obtain any authorization or consent from a Governmental Authority required to satisfy the closing condition set forth in Section 6.1(b) to enable the Closing to occur on or prior to the Drop Dead Date; provided, howeverthat, that Buyer (i) any such actions shall notbe conditioned on the consummation of the Closing and (ii) nothing in this Agreement shall require Parent to enter into or agree to any modifications to any of the terms and conditions of any of the Transaction Documents or the New Governance Agreement, and shall cause its Affiliates not to(d) the Parties agree to the matters set forth on Section 5.6 of the Company Disclosure Letter. Prior to making any application to or filing with any Governmental Authority in connection with the transactions contemplated by or related to this Agreement, make each Party will (a) provide the other Party with any filing for information or documents that the other Party may reasonably require to prepare any such noticeapplication or filing, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations (b) provide the other Party with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller drafts thereof and afford the other Party a reasonable opportunity to comment on such drafts. For purposes of this Section 5.6, the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller term “Governmental Authority” shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforinclude NASDAQ.

Reasonable Best Efforts. With the objective of enabling Acquiror and the Company to consummate the Acquisition and the other transactions contemplated hereby as expeditiously as possible after the date hereof (a) (i) Seller and Buyer shall cooperate and shallin any event before the Termination Date), and Seller shall cause each of Acquiror and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Company will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrationsclearances, approvals, waivers, orders, interpretive guidanceauthorizations, exemptionsregistrations, permits declarations and authorizations necessary or advisable filings that are required to be obtained from any third party and/or any Government Entity under the HSR Act and all other applicable Antitrust Laws (including the Antitrust Laws of the jurisdictions set forth in order Schedule 6.1(f)) that are a condition to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the Acquisition and the other transactions contemplated hereby, (ii) resolve any objections to the Acquisition or any other transactions contemplated hereby that may be raised by the FTC, DOJ or any other Governmental Entity, and (iii) avoid or eliminate each and every impediment to the Acquisition and any other transactions contemplated hereby under applicable Antitrust Laws that may be asserted by the FTC, DOJ or any other Governmental Entities, (A) vigorously contesting and defending against (to judgment and on appeal if necessary) any suits, claims, actions, investigations or proceedings, whether judicial or administrative and whether initiated by a Governmental Entity or a third party, challenging this Agreement by or the Termination Date; providedconsummation of the Acquisition or any other transactions contemplated hereby, howeverand (B) seeking to have vacated, reversed, lifted or overturned any stay, injunction, judgment, decree, agency decision or other order, whether temporary, preliminary or permanent, that Buyer shall nothas been entered by any court or other Governmental Entity that delays, and shall cause its Affiliates not torestricts, make prevents or otherwise prohibits the consummation of the Acquisition or any filing for any such notice, report or filing other transaction contemplated hereby. Notwithstanding anything in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant this Agreement to the transaction contemplated under this Agreements contrary, nothing contained in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly shall be deemed to require Acquiror or any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.Subsidiary or affiliate thereof to agree to

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to cause the Majority Stockholders toconditions in Article IV to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use their respective its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, waiting period expirations or terminations, Permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts under this Agreement to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable Laws waiting periods with respect to consummate the Merger and make effective the other transactions contemplated by this Agreement under any applicable Laws as promptly as reasonably practicable. In addition, including, (x) preparing each of Realty Income and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and VEREIT shall use reasonable best efforts to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orderslicenses, interpretive guidancepermits, exemptionsfranchises, permits and authorizations necessary or Orders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the Mergers, the Separation, the OfficeCo Distribution and the other transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Datethereby; provided, however, that Buyer shall notthat, and shall cause its Affiliates not to, make any filing for any such notice, report except as otherwise provided in Section 5.15 or filing in respect Exhibit A of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly none of Realty Income, VEREIT nor any additional information requested under of their respective Subsidiaries shall be required to make, or commit or agree to make, any applicable Law in connection with this Agreement and concession or payment to, or incur any liability to, any such non-Governmental Entity to obtain any such Consent that is not contingent on the transactions contemplated by this Agreement, after receipt closing of the request thereforMerger (unless the parties mutually consent to such concession, payment or liability (such consent not to be unreasonably withheld, conditioned or delayed)).

Reasonable Best Efforts. (a) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings contemplated by applicable foreign Antitrust Laws set forth on Section 6.8(a) of the Company Disclosure Schedule (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the submission or filing (i) Seller of a Notification and Buyer shall cooperate and shall, and Seller shall cause each Report Form pursuant to the HSR Act will be made within (60) calendar days of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under date of this Agreement and (ii) for applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to consummate formal notification is appropriate, within sixty (60) calendar days of the date of this Agreement; provided, however, that, in the case of this clause (ii), 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 submission or filing deadlines with the senior executives from the other party) and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing to supply as promptly as reasonably practicable all documentation and advisable any additional information and documentary material that may be requested pursuant to effect all necessary notices, reports the HSR Act and any other filings required in connection with the Foreign Antitrust Approvals or any other Antitrust Law. The parties shall also consult and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreementcooperate with one another, and (y) taking all actions reasonably necessary consider in order good faith the views of one another, in connection with, and provide to comply with the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or satisfy the requirements submitted by or on behalf of any applicable Law party hereto in connection with proceedings under or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for relating to any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityAntitrust Laws. Without limiting the generality foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the foregoingsubstance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (vi) provide each other with copies of Buyer and Seller shall, and Seller shall cause all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforother may be made on an outside counsel basis if appropriate.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, Mondavi and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Constellation will use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws or Applicable Law to consummate and make effective the transactions contemplated by this Agreement Agreement, including the Merger, as promptly soon as reasonably practicable, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by the Termination Date; providedand (ii) taking reasonable steps as may be necessary to obtain all such consents, howeverwaivers, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer Mondavi and Seller shallConstellation agrees to make all necessary filings in connection with any approvals, filings consents, orders or waiting periods of any Governmental Authority which, if not obtained in connection with the consummation of the transactions contemplated hereby, would reasonably be expected to have a Material Adverse Effect on Mondavi or Constellation ("APPROVALS") as promptly as practicable after the date of this Agreement, and Seller to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents requested with respect to such Approvals and shall cause otherwise cooperate with the Transferred Entities to, applicable Governmental Authorities in order to obtain any Approvals in as expeditious a manner as possible. Each of Mondavi and Buyer shall cause its Affiliates, and Buyer Constellation shall use its reasonable best efforts to cause the Majority Stockholders toresolve such objections, make if any, as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection Governmental Authority may assert with respect to this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law hereby in connection with the Approvals. In the event that a suit is instituted by a Person or Governmental Authority challenging this Agreement and the transactions contemplated hereby as violative of applicable antitrust or competition laws, each of Mondavi and Constellation shall use its reasonable efforts to resist or resolve such suit. Mondavi and Constellation each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, request, notice or application made by or on behalf of Mondavi, Constellation or any of their respective subsidiaries to any third party and/or any Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and subject to the conditions of this Agreement, each Party shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its their respective Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take to, as promptly as practicable, (i) consummate the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Authority any consent, approval, authorization, waiver or cause order required to be taken all actions, and do obtained or cause to be done all things, reasonably necessary, proper made by any Party or advisable on any of their respective parts under this Agreement Affiliates and applicable Laws avoid any Action by any Governmental Authority, in each case in connection with the Offer and the Merger and to consummate and make effective fulfill the conditions to the transactions contemplated by this Agreement as promptly as reasonably practicable, includingAgreement, (xiii) preparing and filing as promptly as reasonably practicable all documentation to effect make all necessary noticesfilings, reports and thereafter make any other filings required submissions, with respect to this Agreement required under applicable Law, including the HSR Act and any other applicable Antitrust Laws, in each case in connection with the Offer and the Merger and to fulfill the conditions to the transactions contemplated by this Agreement, and (iv) to the extent requested by Parent, obtain as promptly as reasonably practicable all necessary or appropriate consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits waivers and authorizations approvals and make all necessary or advisable appropriate notifications under any Contracts of the Company and its Subsidiaries, in each case in connection with the Offer and the Merger (provided, that the actions contemplated by this subclause (iv) shall not be a condition to be obtained from any third party and/or any Government Entity in order the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, including the Offer and (y) taking all actions reasonably necessary in order the Merger). Upon the terms and subject to comply with or satisfy the requirements conditions of any applicable Law or other requirements of any Government Entity that would prevent this Agreement, Parent and the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall notCompany shall, and shall cause its their respective Affiliates not to, make any filing for any cooperate with each other in connection with obtaining all such notice, report or filing in respect of consents, registrations, approvals, waiversauthorizations, orders, interpretive guidance, exemptions, permits waivers or orders and authorizations with respect to any antitrust or merger the making of all such filings, including, unless prohibited by applicable Law or initiate any communications with any Government Entity with respect a Governmental Authority, providing copies of all such non-proprietary documents to any antitrust outside counsel for the non-filing Party prior to filing and, if reasonably requested, accepting all reasonable additions, deletions or merger filings, without Buyer’s first consulting with Seller changes suggested in order to give Seller a reasonable opportunity to comment on connection therewith. Parent and the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller Company shall, and Seller shall cause the Transferred Entities their respective Affiliates to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts promptly furnish to cause each other all information reasonably required for any application or other filing to be made by the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under other with any applicable Law Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts to take promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement to cause the conditions to Closing to be satisfied as promptly as practicable and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Transactions, (x) including preparing and filing as promptly as reasonably practicable and fully all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and to (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, approvalspermits, waiversauthorizations and other confirmations from any Governmental Authority necessary, orders, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated Transactions; provided that in no event shall Parent or Merger Sub be required by this AgreementSection 6.5 or any other provision of this Agreement to (A) license, divest, dispose of or hold separate any material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries or otherwise take or commit to take any action that limits in any respect its freedom of action with respect to, or its ability to retain, any material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries, or that would have a material adverse effect on Parent and its Subsidiaries (including the Surviving Corporation) taken as a whole after giving effect to the Transactions, (B) agree to or effect any license, divestiture, disposition or hold separate any business or take any other action or agree to any limitation that is not conditioned on the consummation of the Merger or (C) pay any significant amounts in connection with seeking or obtaining such consents, approvals or authorizations as are required to complete the Transactions under applicable Antitrust Laws (excluding any mandatory filing fees and reasonable and customary costs and expenses associated with making applications for, and responding to requests for information from Governmental Authorities with respect to, such required consents, approvals or authorizations); provided, further, that the Company (x) shall not take or agree to take any action identified in clause (A), (B) or (C) of the immediately preceding sentence without the prior written consent of Parent and (y) taking all actions reasonably if so requested by Parent, shall use reasonable best efforts to effect any license, divestiture or disposition of, or hold separate, any of the Company’s assets or businesses necessary in order to comply with obtain clearances or satisfy approvals required for the requirements of any applicable Law or other requirements of any Government Entity Closing under the Antitrust Laws, provided that would prevent such action is conditioned on the consummation of the transactions contemplated by this Agreement by Merger and does not reduce the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report amount or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on delay the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance payment of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingOffer Price, each of Buyer and Seller shallMerger Consideration, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law Option Consideration or SAR Consideration payable in connection with this Agreement and the transactions contemplated by this AgreementTransactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and file promptly any additional information requested under any all other applicable Law in connection with this Agreement and Laws issued by a United States federal or state Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the transactions contemplated by this Agreement, after receipt purpose or effect of the request thereformonopolization or restraint of trade or lessening of competition through merger or acquisition.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts to take (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement to cause the conditions to Closing to be satisfied as promptly as practicable and applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Transactions, including using its reasonable efforts to prepare and file promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws) and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a foreign, United States or federal Governmental Authority 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. For purposes of this Agreement, the “reasonable best efforts” of Parent or Merger Sub shall not include acceptance by Parent or Merger Sub of any or all divestitures of any subsidiary or assets of Parent or Merger Sub or any of their Affiliates or acceptance of an agreement to hold any assets of the business of the Company and its Subsidiaries separate in any lawsuit or other legal proceeding, whether judicial or administrative and whether required by the FTC, the Antitrust Division or any other applicable U.S. or foreign Governmental Authority in connection with the transactions contemplated by this Agreement as promptly as or any other agreement contemplated hereby to the extent such action would reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation be expected to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary deprive Parent or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger Sub of a material benefit or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation benefits of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforTransactions.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, ruling requests, and other filings documents and to obtain as promptly as reasonably practicable all Parent Necessary Consents or Company Necessary Consents, as appropriate, and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees (i) to make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) appropriate filings under the Insurance Laws of the jurisdictions set forth in Section 4.03 of the Parent Disclosure Schedule and of the jurisdictions set forth in Section 5.03 of the Company Disclosure Schedule, and (C) all other necessary filings with other Governmental Authorities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such Laws or by such Governmental Authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such Governmental Authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, and except with the prior written consent of the other parties hereto. Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to hold separate (yincluding by trust or otherwise) taking all actions reasonably necessary or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation, in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity such case, that would prevent reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect, in each case after giving effect to the Merger, or to materially impair the benefits to Parent and the Company expected, as of the date hereof, to be realized from consummation of the Merger, and neither Parent nor the Company shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforMerger.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate the Transactions, including the Offer and make effective the transactions contemplated by this Agreement Merger, as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or or any Government Governmental Entity in order to consummate the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, and (yii) taking all actions reasonably necessary steps as may be necessary, subject to the limitations in order this Section 7.2, to comply with obtain all such waiting period expirations or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedterminations, howeverconsents, that Buyer shall notclearances, and shall cause its Affiliates not towaivers, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits . In furtherance and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller not in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each Party agrees to (x) make an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and Seller shall cause in any event within ten (10) Business Days after the Transferred Entities toexecution of this Agreement (unless a later date is mutually agreed between the Parties), and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable and (y) make all other necessary filings as promptly as reasonably practicable after the date hereof, and submissions required to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any applicable Law Antitrust Laws. Notwithstanding anything to the contrary in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly none of Parent, Purchaser or any additional information requested under any applicable Law in connection with this Agreement of their respective Subsidiaries shall be required to, and the transactions contemplated by this AgreementCompany may not and may not permit any Subsidiary to, after receipt without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the request thereforCompany, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs.

Reasonable Best Efforts. (a) Subject to the terms and conditions of the other provisions of this Section 5.5 and of this Agreement, each of Parent, Merger Sub and the Company shall use their reasonable best efforts to: (i) Seller consummate the transactions contemplated hereby and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders toconditions set forth in Article VI to be satisfied as promptly as practicable, use their respective reasonable best efforts to take (ii) prepare as promptly as practicable (and file, submit or effect, or cause to be taken filed, submitted or effected, as applicable) all actionsnecessary applications, notices, petitions, filings, ruling requests and do other documents in order to obtain (and to cooperate with the other parties to obtain) any Approval from any Governmental Entity which is required or cause advisable to be done all thingsobtained by Parent, reasonably necessaryMerger Sub, proper the Company or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective its Subsidiaries in connection with the transactions contemplated by this Agreement Agreement, including as promptly may be required under the HSR Act, any Money Transmitter Requirements or Foreign Regulatory Laws as reasonably practicable, includingset forth in Section 3.4(a)(iii) or Section 3.4(a)(iv) of the Company Disclosure Schedule, (xiii) preparing comply promptly with all Legal Requirements which may be imposed on such party with respect to obtaining Approvals for the transactions contemplated by this Agreement, (iv) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it (or with respect to the Company, its Subsidiaries) is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, (v) seek to avoid the entry of, and filing as promptly as reasonably practicable all documentation the commencement of litigation seeking the entry of, or seek to effect all necessary noticeshave lifted or rescinded, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary any injunction or advisable to be obtained from any third party and/or any Government Entity in order restraining Order which would prevent or materially delay the ability of the parties to consummate the transactions contemplated by this Agreement, and (yvi) taking all actions reasonably necessary in order seek to comply with resolve any objection or satisfy the requirements of assertion by any applicable Law Governmental Entity challenging this Agreement or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityhereby. Without limiting the generality In furtherance of the foregoing, the Company, Parent and Merger Sub agree to, as promptly as practicable after the date hereof: (x) make (or cause to be made) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall in any event be made within thirty (30) days following the date hereof, (y) make such filings and submissions as set forth on Section 5.5(a)(y) of the Company Disclosure Schedule (and, subject to the final three sentences of this Section 5.5(a), such other filings and submissions not set forth on Section 5.5(a)(y) of the Company Disclosure Schedule) in each case to the extent required by applicable Money Transmitter Requirements with respect to obtaining Approvals related to Money Transmitter Licenses of the Company or its Subsidiaries (the “Money Transfer Change of Control Filings”), in each case with respect to a change in control of the Company or any of its Subsidiaries that holds a Money Transmitter License, and (z) make (or cause to be made) such filings pursuant to any Foreign Regulatory Laws solely as set forth on Section 5.5(a)(z) of the Company Disclosure Schedule (“Foreign Regulatory Filings”). With respect to any Money Transfer Change of Control Filings not set forth on Section 5.5(a)(y) of the Company Disclosure Schedule or Foreign Regulatory Filings not set forth on Section 5.5(a)(z) of the Company Disclosure Schedule (including in connection with any Permitted Co-Investor), each of Buyer Parent, Merger Sub and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Company agrees to use its reasonable best efforts and cooperate with the other parties hereto (A) in timely making inquiries with Governmental Entities regarding the Money Transfer Change of Control Filings or Foreign Regulatory Filings (if and to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions extent necessary to determine if a filing is required under any applicable Law or advisable in connection with this Agreement and the transactions contemplated Merger), (B) in determining if any Money Transfer Change of Control Filings or Foreign Regulatory Filings are not required by this Agreement, and file promptly any additional information requested under any applicable Law Governmental Entities in connection with this Agreement the Merger, and (C) if obtaining Approval under such Money Transfer Change of Control Filings or such Foreign Regulatory Filings would not reasonably be expected to result in a Burdensome Condition (as defined below), in timely making all Money Transfer Change of Control Filings or Foreign Regulatory Filings required to be made by it (except with respect to such jurisdictions where the transactions contemplated parties agree that a Money Transfer Change of Control Filing or any Approval from Governmental Entity that issues, grants or administers Money Transmitter Licenses or Foreign Regulatory Filing is not required or advisable). The Company will not, and will cause its Subsidiaries not to, without Parent’s prior written consent, take any action within its or their control that would reasonably be expected to result in a Burdensome Condition. Parent will not, without the Company’s prior written consent, agree to a Burdensome Condition on the Company that is not conditioned on the occurrence of and effective only as of or after, the Closing and that is not waived when agreed to by this Agreement, after receipt of Parent as a condition to the request thereforClosing.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Majority Stockholders totransactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, Permits or orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, in the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Interim LLC Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to obtain any consent, approval or waiver required for the consummation of the Merger under any Contract other than de minimis amounts or amounts that are advanced or substantially simultaneously reimbursed by Parent. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof (and in any event within 10 Business Days) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use their respective its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement HSR Act; provided that in no event shall any member of Parent, or any Affiliate of any member of Parent, as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate of the transactions contemplated by date of this Agreement, and (y) taking all actions reasonably necessary in order be required to comply with or satisfy the requirements of divest any applicable Law stock, partnership, membership or other requirements of ownership interest in any Government Entity that would prevent entity, or agree to undertake any divestiture or restrict its conduct with regard to any business to the consummation of extent such action or restriction relates to the transactions contemplated by this Agreement by Las Vegas Hilton. Subject to the Termination Date; providedforegoing, however, that Buyer shall notParent agrees, and shall cause its Affiliates not toany member of Parent or any Affiliate of any member of Parent, make to undertake any filing for any such notice, report divestiture or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations restrict the conduct with respect to its business to obtain any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on necessary approvals under the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityHSR Act. Without limiting the generality of the foregoing, each of Buyer the parties shall request and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its their respective reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt obtain early termination of the request thereforwaiting period under the HSR Act.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates totheir respective Subsidiaries and, and Buyer shall use its reasonable best efforts solely with respect to cause the Majority Stockholders toCompany, use the Joint Venture Entities to use) their respective reasonable best efforts (unless, with respect to take any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, and assist and cooperate with the other parties hereto in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective cause the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable and in any event prior to the Termination Date, the Transactions, including (A) taking all such actions contemplated by the terms of the Statutory Merger Agreement, (B) otherwise preparing and filing promptly all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents and (C) executing and delivering any additional instruments necessary to consummate the Transactions on the terms contemplated herein, (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, including any such approvals, consents, registrations, waivers, orderspermits, interpretive guidanceauthorizations, exemptionsorders and other confirmations required under applicable Antitrust Laws, permits and authorizations necessary (iii) take all steps that are necessary, proper or advisable to be obtained from avoid any Actions by any Governmental Authorities with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party and/or (excluding any Government Entity in order to consummate the transactions contemplated by Governmental Authority), whether judicial or administrative, challenging this Agreement, and (y) taking all actions reasonably necessary in order to comply with Agreement or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would otherwise prevent or materially delay the consummation of the transactions contemplated by Transactions; provided that nothing in this Section 5.04 or otherwise in this Agreement or the Statutory Merger Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Termination DateTransactions or (y) take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, howeverfurther, that Buyer without the prior written consent of Parent, the Company and its Affiliates shall not, and shall cause in connection with its Affiliates not toobligations to use reasonable best efforts to obtain all approvals, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orderspermits, interpretive guidanceauthorizations, exemptionsorders and other confirmations from any Governmental Authority or third party necessary, permits and authorizations with respect proper or advisable to consummate the Transactions, take or refrain from or agree to the taking or refraining from any antitrust action (including any amendment, waiver or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content termination of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingagreement, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by including this Agreement) or to permit or suffer to exist any restriction, and file promptly any additional information requested under any applicable Law condition, limitation or requirement that would or would reasonably be expected to result, individually or in connection with this Agreement and the transactions contemplated by this Agreementaggregate, after receipt of the request thereforin a Burdensome Condition.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Xxxxxxxx and Xxxxx agrees (i) to make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, neither Xxxxxxxx nor Tosco nor any of their respective Subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any imitation that could reasonably be expected to have a Material Adverse Effect on Xxxxxxxx or Xxxxx or to substantially impair the benefits to Xxxxxxxx expected, as of the date hereof, to be realized from consummation of the Merger, and (y) taking all actions reasonably necessary in order neither Xxxxxxxx or Xxxxx shall be required to comply with agree to or satisfy the requirements of effect any applicable Law divestiture, hold separate any business or take any other requirements of any Government Entity action that would prevent is not conditional on the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforMerger.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, that are necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using its reasonable best efforts to accomplish the following: (i) Seller the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and Buyer shall cooperate authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by a Governmental Entity and (iv) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use their reasonable best efforts to ensure that the Merger and Seller shall cause the other transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated hereby or thereby. If any objections are asserted with respect to the transactions contemplated by this Agreement under any antitrust or competition law, each of Parent and the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Company shall use its reasonable best efforts and cause its subsidiaries to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause resolve any such objections so as to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental Entity (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit the ownership or operation by the Termination Date; providedCompany, however, that Buyer shall not, and shall cause Parent or any of their respective affiliates of any portion of the business or assets of the Company or its Affiliates not to, make any filing for subsidiaries or Parent or its subsidiaries or to require any such noticeperson to dispose of or hold separate any portion of the business or assets of the Company or its subsidiaries, report or filing Parent or its subsidiaries, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments or requests from any Governmental Entity for amendments, supplements or additional information in respect of consentsany registration, registrationsdeclaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shallone hand, and Seller shall cause any Governmental Entity, on the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforother hand.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, parties hereto shall cooperate with the other parties and Buyer use (and shall cause its Affiliates to, and Buyer shall use its reasonable best efforts their respective Subsidiaries to cause the Majority Stockholders to, use use) their respective reasonable best efforts to take promptly (i) take, or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably necessary, proper or advisable on their respective parts under this Agreement to cause the conditions to Closing to be satisfied as promptly as practicable and applicable Laws to consummate and make effective effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, includingthe Transactions, (x) including preparing and filing as promptly as reasonably practicable and fully all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and to (ii) obtain as promptly as reasonably practicable all approvals, consents, registrations, approvalspermits, waiversauthorizations and other confirmations from any Governmental Authority necessary, orders, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated Transactions; provided that in no event shall Parent or Merger Sub or any of their respective Affiliates be required by this AgreementSection 6.4 or any other provision of this Agreement to (A) license, divest, dispose of or hold separate any material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries or otherwise take or commit to take any action that limits in any material respect its ability to retain and effectively control a material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries, or that would reasonably be expected to have a material adverse effect on Parent and its Subsidiaries (including the Surviving Corporation) taken as a whole after giving effect to the Transactions, or (B) agree to or effect any license, divestiture, disposition or hold separate any business or take any other action or agree to any limitation that is not conditioned on the consummation of the Offer; provided, further, that the Company (x) shall not take or agree to take any action identified in clause (A) or (B) of the immediately preceding sentence without the prior written consent of Parent and (y) taking all actions reasonably if so requested by Parent, shall use reasonable best efforts to effect any license, divestiture or disposition of, or hold separate, any of the Company’s assets or businesses necessary in order to comply with obtain clearances or satisfy approvals required for the requirements of any applicable Law or other requirements of any Government Entity Closing under the Antitrust Laws, provided that would prevent such action is conditioned on the consummation of the transactions contemplated by this Agreement by Merger and does not reduce the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report amount or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on delay the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance payment of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law Offer Price or Merger Consideration payable in connection with this Agreement and the transactions contemplated by this AgreementTransactions. For purposes hereof, and file promptly any additional information requested under any “Antitrust Laws” means all applicable Law in connection issued by a United States federal or state Governmental Authority 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, and, where the failure to comply with this Agreement and which would reasonably be expected to be material to the transactions contemplated by this Agreementownership or operation of Parent, after receipt the Company or their businesses, the applicable requirements of antitrust or other competition laws of jurisdictions other than the request thereforUnited States or investment laws relating to foreign ownership.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate the Merger and make effective the transactions contemplated by this Agreement other Transactions as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as reasonably practicablepracticable and advisable after the date hereof, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to use its reasonable best efforts to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, waiverspermits, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained by such Party from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, Merger or any of the other Transactions and (yii) taking using its reasonable best efforts to take all actions reasonably steps as may be necessary in order to comply with obtain all such waiting period expirations or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedterminations, howeverconsents, that Buyer shall notclearances, and shall cause its Affiliates not towaivers, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits . In furtherance and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller not in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each Party agrees to make an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable after the execution of the Original Merger Agreement, and Seller shall cause in any event within fifteen (15) business days (unless Parent and the Transferred Entities toCompany mutually agree otherwise), and Buyer shall cause its Affiliatesto supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act, including responding to any Request for Additional Information and Buyer shall use its reasonable best efforts to cause Documentary Material under the Majority Stockholders to, make HSR Act as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreementadvisable, and file promptly any additional information requested under any applicable Law in connection with this Agreement and to take all other actions necessary to cause the transactions contemplated by this Agreement, after receipt expiration or termination of the request thereforapplicable waiting periods under the HSR Act as soon as practicable. The Parties hereby acknowledge that Notification and Report Forms pursuant to the HSR Act were filed by each Party in accordance with the preceding sentence on July 6, 2015.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other parties in doing or causing to be done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) taking all reasonable actions to cause the conditions set forth in Article VIII to be satisfied as promptly as reasonably practicable, including, ; (xii) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions and other filings and to obtain as promptly as reasonably practicable the Tax Ruling, all Alpha Necessary Consents and Conexant Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date; provided, however, that Buyer shall not, "Required Approvals") and shall cause its Affiliates (iii) taking all reasonable steps as may be necessary to obtain all Required Approvals. In furtherance and not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (ii) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws, and Seller shall cause (iii) all other necessary filings with other Governmental Entities relating to the Transferred Entities toMerger, and, in each case, to supply as promptly as practicable any additional information and Buyer shall cause its Affiliates, documentary material that may be requested pursuant to such Applicable Laws or by such authorities and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforRequired Approvals under such other Applicable Laws or from such authorities as soon as practicable. Notwithstanding the foregoing, nothing in this Section 7.4 shall require any of Alpha and its Subsidiaries, Conexant and its Subsidiaries, Washington and its Subsidiaries or the Combined Company and its Subsidiaries to sell, hold separate or otherwise dispose of any assets of Alpha, Conexant, Washington, the Combined Company or their respective Subsidiaries (including the capital stock of any Subsidiary) or conduct their business in a specified manner, or agree to do so, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Combined Company and its Subsidiaries, after giving effect to the Merger (or, only with respect to Conexant and its Subsidiaries, to have a Material Adverse Effect on Conexant and its Subsidiaries, after giving effect to the Distribution).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and conditions provided herein, each of the Company, Purchaser and, as applicable, the Stockholders shall, and Seller the Company shall cause each of the Transferred Entities its Subsidiaries to, cooperate and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actionsappropriate action, and do to make, or cause to be done made, all things, reasonably filings necessary, proper or advisable on their respective parts under this Agreement applicable laws and applicable Laws regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Company shall use its reasonable best efforts to cause (x) obtain, prior to the Majority Stockholders toClosing Date, make all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its Subsidiaries as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with are necessary for consummation of the transactions contemplated by this Agreement and Purchaser shall cooperate with, and use its reasonable best efforts to assist, the Company with respect thereto (y) cooperate with Purchaser with respect to the Consent Solicitation and (z) obtain the waiver, extension and modification as contemplated in items (1), (2) and (3) of Section 5.03(g) in the form reasonably requested by Purchaser and reasonably acceptable to the Company. The Company shall submit to the stockholders of the Company for approval an amended and restated Certificate of Incorporation to authorize the Mezzanine Preferred and such other changes as Purchasers may reasonably request and, on or prior to Closing, the Company shall cause such Amended and Restated Certificate of Incorporation to be duly filed and recorded with the Secretary of State of the State of Delaware and to be in full force and effect as of the Closing Date. From and after the Closing, the Stockholders, Warrantholders and Optionholders shall cooperate with Purchaser and the Company as Purchaser or the Company may reasonably request in the taking of such actions as are necessary to effect the purchase and redemption pursuant to this Agreement. Subject to the terms and conditions provided herein, the MDC Entities shall cooperate and use their reasonable best efforts (which shall include the voting of their shares of Common Stock and Preferred Stock in favor of the approval of the purchase and redemption contemplated by this Agreement) to take, or cause to be taken, all such action as is required to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, their reasonable best efforts to (x) amend the Company's Certificate of Incorporation to authorize the Mezzanine Preferred, (y) obtain the vote of shareholders provided for in Section 5.03(j) and file promptly any additional information requested under any applicable Law in connection with this Agreement (z) if necessary, to exercise and enforce the transactions contemplated by this Agreement, after receipt powers granted to the MDC Entities pursuant to Section 2.4 of the request thereforAmended and Restated Stockholders Agreement to effect the covenant in Section 7.16.

Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate and shallsubject to the conditions set forth in this Agreement, and Seller shall cause each of the Transferred Entities toPurchaser Parties, NCIC and Buyer shall cause its Affiliates to, and Buyer shall NSP agrees to use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under to fulfill all conditions applicable to such party pursuant to this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableeffective, including, (x) preparing and filing as promptly as reasonably practicable (it being the understanding of the parties that they shall use all documentation commercially reasonable efforts to effect all necessary noticescause the Closing Date to take place no later than fifty (50) days after the date of this Agreement), reports the Mergers and the other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary, proper or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities and other third parties and the making of all necessary, proper or advisable registrations, filings and notices and the taking of all reasonable steps as may be necessary to obtain an approval, waiver, consent or exemption from any Governmental Entity, (ii) the obtaining of all necessary, proper or advisable consents, approvals, waivers or exemptions from non-governmental third parties, and (yiii) taking all actions reasonably necessary in order to comply with or satisfy the requirements execution and delivery of any applicable Law additional documents or other requirements of any Government Entity that would prevent the consummation of instruments necessary, proper or advisable to consummate the transactions contemplated by by, and to fully carry out the purposes of this Agreement Agreement. The parties shall cooperate with each other and promptly prepare and file all necessary documentation, effect all applications, notices, petitions and filings (including, to the extent necessary, any notification required by the Termination Date; providedHSR Act, however, that Buyer which shall notbe filed by the Purchaser Parties no later than ten days after the date of this Agreement), and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make obtain as promptly as reasonably practicable all filings permits, consents, approvals and submissions required under any applicable Law in connection with this Agreement authorizations of all third parties and Governmental Entities that are necessary, appropriate or advisable to consummate the Merger and the other transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate and make effective the transactions contemplated by this Agreement Transactions, including the Mergers, as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing or otherwise providing, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by Transactions, including the Mergers, and (ii) taking all actions as may be necessary, subject to the limitations in this AgreementSection 6.2, to obtain (and cooperating with each other in obtaining) all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each Party agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within fifteen (15) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable and (y) taking make all actions other necessary or advisable filings as promptly as reasonably necessary practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any Regulatory Laws. Notwithstanding anything to the contrary in this Agreement, none of Parent, Merger Sub I, Merger Sub II or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to comply with (A) sell, license, assign, transfer, divest, hold separate or satisfy the requirements otherwise dispose of any applicable Law assets, business or other requirements portion of business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any Government Entity that of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Surviving Company, Parent, Merger Sub I, Merger Sub II or any Subsidiary of any of the foregoing, in the case of each of clauses (A), (B) and (C), if any such action would prevent reasonably be expected to, individually or in the consummation aggregate, (x) materially reduce the reasonably anticipated benefits to Parent of the transactions contemplated by this Agreement or (y) impact Parent, the Company or their respective Subsidiaries in a manner or amount that is material relative to the value of the Company and the Company Subsidiaries, taken as a whole; provided that if requested by Parent, the Termination Date; provided, however, that Buyer shall not, and shall cause Company or its Affiliates not Subsidiaries will become subject to, make consent to or offer or agree to, or otherwise take any filing for action with respect to, any such noticerequirement, report condition, limitation, understanding, agreement or filing in respect of consentsorder so long as such requirement, registrationscondition, approvalslimitation, waiversunderstanding, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust agreement or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment is only binding on the content of any merger filing relevant to Company or its Subsidiaries in the transaction contemplated under this Agreements in order to present event the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforClosing occurs.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other parties in doing or causing to be done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the Execution Date, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions and other filings and to obtain as promptly as reasonably practicable all Consents set forth in Section 4.04 of the Starwood Disclosure Schedule, Section 5.05 of the Vistana Disclosure Schedule and Section 6.05 of the ILG Disclosure Schedule that are required to be obtained or made at or prior to the Effective Time and all other material consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date“Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals (including ILG providing a guarantee of Vistana’s obligations as reasonably necessary to obtain such Approvals) and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 7.06 in a manner so as to preserve the applicable privilege; provided, howeverthat, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to Approvals from third parties (other than Governmental Authorities) required under existing Contracts, such efforts shall not include any antitrust requirement or merger filings, or initiate obligation of any communications with Party to make any Government Entity with respect payment to any antitrust such third party or merger filings, without Buyer’s first consulting with Seller in order assume any Liability not otherwise required to give Seller a reasonable opportunity to comment on be paid or assumed by the content of any merger filing relevant applicable party pursuant to the transaction contemplated under terms of an existing Contract or offer or grant any financial accommodation or other benefit to such third party not otherwise required to be made by the applicable party pursuant to the terms of an existing Contract. Notwithstanding anything to the contrary in this Agreements Section 7.06, materials provided to the other party or its outside counsel may be redacted to remove references concerning valuation. In furtherance and not in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each Party agrees to make (i) an appropriate filing of Buyer a Notification and Seller Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within 20 Business Days after the Execution Date, (ii) appropriate filings, if any are required, with foreign regulatory authorities in accordance with other applicable Competition Laws, with respect to the transactions contemplated hereby as promptly as practicable and (iii) all other necessary filings with other Governmental Authorities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Approvals under such other applicable Laws or from such authorities as soon as practicable. In connection with and without limiting the foregoing, each of ILG and Merger Sub, on the one hand, and Starwood and Vistana, on the other hand, shall, and Seller shall cause in connection with the Transferred Entities toefforts referenced in this Section 7.06 to obtain all Approvals, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable (i) cooperate in all filings and submissions required under any applicable Law respects with each other in connection with this Agreement any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (and in each case, if any such communication is in writing, share a copy with the other party) and (iii) permit the other party to review in advance any communication to be given by this Agreementit to, and file promptly consult with each other in advance of any additional information requested under meeting or material telephone call with, the DOJ, the FTC or any applicable Law such other Governmental Authority or, in connection with this Agreement any proceeding by a private party, with any other Person, and to the transactions contemplated extent permitted by this Agreementthe DOJ, after receipt of the request thereforFTC or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the KSL Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date of this Agreement, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the KSL Merger or any of the other transactions contemplated by this Agreement (collectively, the "REQUIRED APPROVALS") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance of and not in limitation of the foregoing, each of VLI and KSL agrees (i) to make (A) as promptly as reasonably practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as promptly as reasonably practicable, appropriate filings with the Canadian Competition Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as reasonably practicable, all other necessary filings with other Governmental Entities relating to the KSL Merger, and, to supply as promptly as reasonably practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as reasonably practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply except with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation prior written consent of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer other parties hereto (which shall not, and shall cause its Affiliates not to, make any filing for any such notice, report be unreasonably withheld or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefordelayed).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the Majority Stockholders toMerger and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use their respective its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, waiting period expirations or terminations, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts under this Agreement to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable Laws waiting periods with respect to consummate the Merger and make effective the other transactions contemplated by this Agreement under any applicable Laws as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement and shallapplicable law, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly soon as reasonably practicable, including, (x) preparing and filing including such actions or things as promptly as any other party hereto may reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity request in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of cause any applicable Law or other requirements of any Government Entity that would prevent the consummation of the conditions to such other party's obligation to consummate such transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any specified in Article VII to be fully satisfied or to determine whether such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityconditions have been satisfied. Without limiting the generality of the foregoing, each of Buyer the parties shall (and Seller shallshall cause their respective directors, officers and Subsidiaries, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the Majority Stockholders topreparation and filing with the Commission of the Registration Statement, make the Company Preliminary Proxy Statement, the Parent Preliminary Proxy Statement, the Company Proxy Statement, the Parent Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) seeking to have each such preliminary proxy statement cleared, and the Registration Statement declared effective, by the Commission as promptly soon as reasonably practicable after filing; (iii) subject to the third sentence of Section 3.2(c), taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Merger Consideration; (iv) using all reasonable best efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (v) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using all reasonable best efforts to cause to be lifted any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(e), or to cause to be rescinded or rendered inapplicable any statute, rule or regulation of any type referred to in Section 7.2(d); (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates to, and making all applications and filings with, any Governmental Entity or other Person as may be necessary or reasonably requested in connection with any of the foregoing; and (viii) in general, consummating and making effective the transactions contemplated hereby; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction, or causing to be rescinded or rendered inapplicable any statute, rule or regulation, referred to in clause (iv) or (vi) of this sentence, (A) no party shall be required to pay any consideration (other than customary filing and similar fees), to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) none of Parent, its Controlling Parties nor their respective Affiliates shall be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 7.2(d); and (C) without the Parent's prior written consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any License or Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Subject to applicable Law laws relating to the exchange of information, prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement and the transactions contemplated by this Agreement, each party shall provide the other party with drafts thereof and file promptly any additional information requested under any applicable Law in connection with this Agreement and afford the transactions contemplated by this Agreement, after receipt of the request thereforother party a reasonable opportunity to comment on such drafts.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer conditions of this Agreement, Parent and the Company shall cooperate with each other and shall, use (and Seller shall cause each of the Transferred Entities to, their respective Subsidiaries and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts Representatives to cause the Majority Stockholders to, use use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts its part under this Agreement and applicable Laws to cause the conditions set forth in Article VIII to be satisfied and to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement hereby as promptly soon as reasonably practicable, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, approvals, registrations, approvalsauthorizations, waivers, orders, interpretive guidance, exemptions, permits material Permits and authorizations Orders necessary or advisable to be obtained from any third party Third Party and/or any Government Governmental Entity (including pursuant to the HSR Act and any other Required Antitrust Approval) in order to consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to (i) make an appropriate filing of a Notification and (y) taking all actions reasonably necessary in order Report Form pursuant to comply the HSR Act with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of respect to the transactions contemplated by this Agreement by as promptly as practicable following the Termination Date; provideddate of this Agreement, however(ii) make all necessary notifications, filings or registrations necessary to obtain the other Required Antitrust Approvals as promptly as practicable following the date of this Agreement, (iii) supply as promptly as reasonably practicable any additional information and documentary material that Buyer shall notmay be requested pursuant to the HSR Act or any other Required Antitrust Approvals, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall (iv) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.6 to cause the Majority Stockholders toexpiration or termination of the applicable waiting periods, make or receipt of required authorizations, as promptly applicable, under the HSR Act or other Antitrust Laws as reasonably practicable all filings soon as practicable. Without limiting the foregoing, the parties shall request and submissions required shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act and any applicable Law other Antitrust Laws, to the extent applicable. Notwithstanding anything to the contrary contained in connection with this Agreement and the transactions contemplated by this Agreement, the Parties hereby agree and file promptly acknowledge that neither this Section 7.6 nor the “reasonable best efforts” standard shall require, or be construed to require Parent or any additional information requested under any applicable Law in connection with this Agreement of its Subsidiaries or other Affiliates, and the transactions contemplated by this AgreementCompany shall not without Parent’s prior written consent, in either case in order to obtain any required approval from any Governmental Entity or otherwise to: (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after receipt the Acceptance Time or the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the request thereforCompany or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates), or (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws, rules and regulations to consummate the Mergers and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports filings and other filings documents and to obtain as promptly as reasonably practicable all Requisite Regulatory Approvals (as defined herein) and all other consents, registrations, approvals, waivers, orders, interpretive guidanceapprovals, exemptionspermits, permits rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or or any Government Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Each party shall use its reasonable best efforts to cause refrain from taking any action that would reasonably be expected to adversely affect or delay the Majority Stockholders toability of the parties to obtain all Requisite Regulatory Approvals. In furtherance and not in limitation of the foregoing, make each party agrees (i) to make, as promptly as reasonably practicable all filings practicable, (A) an appropriate filing of a Notification and submissions required under any applicable Law in connection Report Form pursuant to the HSR Act with this Agreement and respect to the transactions contemplated by this Agreementhereby (which filing shall be made in any event within 15 business days of the date hereof), and file (B) appropriate filings with the applicable Governmental Entities under the Canadian Antitrust Laws within the time periods specified thereunder to effect a Closing as soon as practicable, and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such Applicable Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreement, after receipt of the request thereforall such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other Applicable Antitrust Laws or from such authorities as soon as practicable.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to cause the Majority Stockholders toconditions in Article VI to be satisfied and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use their respective its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, waiting period expirations or terminations, Permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all actions, and do or cause to be done all things, reasonably other actions necessary, proper or advisable on their respective parts under this Agreement to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable Laws waiting periods with respect to consummate the Merger and make effective the other transactions contemplated by this Agreement under any applicable Laws as promptly as reasonably practicable. In addition, including, (x) preparing each of Parent and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and the Company shall use reasonable best efforts to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orderslicenses, interpretive guidancepermits, exemptionsfranchises, permits and authorizations necessary or Orders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination DateMerger; provided, however, that Buyer none of Parent, the Company nor any of their respective Subsidiaries shall notbe required to make, and shall cause its Affiliates not or commit or agree to make, any concession or payment to, make or incur any filing for liability to, any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect non-Governmental Entity to obtain any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment such Consent that is not contingent on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance closing of the transaction before a merger filing is submitted Merger (unless the parties mutually consent to a Government Entity. Without limiting the generality of the foregoingsuch concession, each of Buyer and Seller shallpayment or liability (such consent not to be unreasonably withheld, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforconditioned or delayed)).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer conditions of this Agreement, each Party shall cooperate with each other and shall, use (and Seller shall cause each of the Transferred Entities to, their respective Subsidiaries and Buyer shall cause its Affiliates to, and Buyer shall use other controlled affiliates to use) its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate the Merger and make effective the transactions contemplated by this Agreement other Transactions as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other Party and as promptly as reasonably practicablepracticable and advisable after the date hereof, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, Merger or any of the other Transactions and (yii) taking all actions reasonably steps as may be necessary in order to comply with obtain all such waiting period expirations or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; providedterminations, howeverconsents, that Buyer shall notclearances, and shall cause its Affiliates not towaivers, make any filing for any such notice, report or filing in respect of consentslicenses, registrations, permits, authorizations, orders and approvals, waivers, orders, interpretive guidance, exemptions, permits . Parent shall pay all filing fees and authorizations with respect to other governmental charges for such filings required by the Company and Parent under any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller Antitrust Law. In furtherance and not in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each of Buyer Party shall (x) file a Notification and Seller shallReport Form pursuant to the HSR Act, and Seller shall cause with respect to the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make Transactions as promptly as reasonably practicable all practicable, and in any event within ten (10) business days of the date hereof, (y) make appropriate filings and submissions required under any other Antitrust Laws as promptly as practicable after the date hereof and (z) supply as promptly as practicable any additional 50 information and documentary material that may be requested by any Governmental Entity pursuant to any applicable Law in connection Antitrust Law. Neither Party will directly or indirectly extend any waiting period under the HSR Act or enter into any agreement with a Governmental Entity related to this Agreement and or the transactions Transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection Agreement except with this Agreement and the transactions contemplated by this Agreement, after receipt prior written consent of the request thereforother Party (such consent not to be unreasonably withheld, conditioned or delayed).

Reasonable Best Efforts. (a) (i) Each of Buyer and the Seller and Buyer shall cooperate and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parties shall use its their reasonable best efforts to cause consummate the Majority Stockholders toTransactions and to obtain as reasonably promptly as practicable the Seller Required Approvals, use their respective reasonable best efforts the Buyer Required Approvals and all authorizations, consents, orders and approvals, notices and filings of or to take all Government Entities that may be or cause to be taken all actions, and do or cause to be done all things, may become reasonably necessary, proper or advisable on their respective parts under this Agreement or any Ancillary Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing Transactions. Each of Buyer and filing as promptly as reasonably practicable all documentation the Seller Parties shall cooperate with the reasonable requests of each other in seeking to effect all necessary notices, reports and other filings and to make or obtain as promptly as reasonably as practicable all such authorizations, consents, registrationsorders, approvals, waiversnotices and filings. Neither Buyer nor the Seller Parties shall take or cause to be taken any action that they are aware or should reasonably be aware would have the effect of impairing, impeding or materially delaying the receipt or making of any such required authorizations, consents, orders, interpretive guidanceapprovals or filings. Without limiting the foregoing, exemptionsthe Seller Parties, permits at their sole cost and authorizations necessary or advisable expense, (i) if and to the extent applicable to any of the Transactions, shall be obtained from any third party and/or any Government Entity in order to consummate responsible for compliance with requirements of the transactions contemplated by this Agreement, Industrial Site Recovery Act (“ISRA”) and (yii) taking all actions reasonably necessary in order if and to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated extent required by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations ISRA with respect to any antitrust such Transaction, shall either obtain from or merger filingsfile with the New Jersey Department of Environmental Protection (“NJDEP”) and provide copies to the Buyer, prior to the Closing Date, (v) a No Further Action Letter (as defined in ISRA), (x) a Negative Declaration (as defined in ISRA), (y) an approved Remedial Action Workplan or Remediation Agreement (as such terms are defined in ISRA), or initiate (z) any communications with any Government Entity with respect to any antitrust other written acknowledgment from NJDEP of an applicable waiver, exemption or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated authorization under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforISRA.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Party shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other Party in doing, all things, things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingAntitrust Conversion, (xi) preparing and filing as promptly as reasonably practicable all documentation to effect obtaining all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvalsactions or nonactions, waivers, ordersclearances, interpretive guidance, exemptionsconsents, permits and approvals from Governmental Bodies, (ii) making all necessary registrations, filings, notices, notifications and requests for authorizations necessary with and to all Governmental Bodies, pursuant to all applicable Antitrust Laws, relating to the Antitrust Conversion (including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Antitrust Conversion, which each party shall file within 90 days following the Closing) and, if requested, to promptly amend or advisable furnish additional information thereunder and (iii) obtaining each other’s consent, authorization and/or approval (if any) required to be obtained from any third party and/or any Government Entity in order by such Party pursuant to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of material contract in connection with the transactions contemplated by this Agreement by the Termination Date; hereby (provided, howeverthat in no event shall the Company be obligated to pay or to commit to pay to any person whose consent, that Buyer shall not, and shall cause its Affiliates not toauthorization and/or approval is being sought any cash or other consideration, make any filing for accommodation or commitment or incur any liability or other obligation to such noticeperson in connection with such consent, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityauthorization and/or approval). Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Each Party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to cause any requests for additional information made by any Governmental Body, including the Majority Stockholders toU.S. Department of Justice or the Federal Trade Commission, make as promptly as relating to the Antitrust Conversion; (B) act in good faith and reasonably practicable all filings and submissions required cooperate with the other party in connection with any investigation by any Governmental Body under any applicable Law in connection with this Agreement Antitrust Laws (including the HSR Act) relating to the Antitrust Conversion; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and the transactions contemplated by this Agreement, and file promptly any additional information requested notice under any applicable Law in connection Antitrust Laws (including the HSR Act) relating to the Antitrust Conversion, subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary, proper or advisable and consistent with this Agreement and Section 4.1 to cause a decision, in whatever form (including a declaration of lack of jurisdiction) by any relevant Governmental Bodies or the transactions contemplated by this Agreement, after receipt expiration of the request therefor.applicable waiting periods (or any extension thereof) under all applicable Antitrust Laws (including the expiration of the applicable waiting periods under the HSR Act relating to the Antitrust

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities toCompany, Parent and Buyer shall cause its Affiliates to, and Buyer Merger Sub shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, Merger and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the other transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing to be consummated as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant terms and subject to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entityconditions hereof. Without limiting the generality foregoing, (i) each of the foregoingCompany, each of Buyer Parent and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Merger Sub shall use its reasonable best efforts efforts: (A) to cause make promptly any required submissions under the Majority Stockholders HSR Act and any applicable Foreign Antitrust Laws which the Company or Parent determines should be made, in each case, with respect to this Agreement, the Merger and the other transactions contemplated hereby, (B) to furnish information required in connection with such submissions under the HSR Act or any Foreign Antitrust Law, (C) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (1) the receipt of any non-action, make as action, clearance, consent, approval or waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, the Merger or the other transactions contemplated hereby and (D) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity and (ii) Parent, Merger Sub and the Company shall cooperate with one another: (A) in promptly as reasonably practicable all determining whether any filings and submissions are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any applicable other supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company’s business in connection with this Agreement and Agreement, the Merger or the consummation of the other transactions contemplated by this Agreementhereby and (B) in promptly making any such filings, and file promptly any additional furnishing information requested under any applicable Law required in connection with this Agreement therewith and the transactions contemplated by this Agreementseeking to obtain timely any such consents, after receipt of the request thereforpermits, authorizations, approvals or waivers.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the KPP Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date of this Agreement, including, including (xi) preparing and filing as promptly reasonably as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly reasonably as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the KPP Merger or any of the other transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance of and not in limitation of the foregoing, each of VLI and the Kaneb Entities agrees (i) to make (A) as reasonably as practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as reasonably as practicable, appropriate filings with the Canadian Competition Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as reasonably practicable, all other necessary filings with other Governmental Entities relating to the KPP Merger, and, to supply as promptly as reasonably practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply except with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation prior written consent of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer other parties hereto (which shall not, and shall cause its Affiliates not to, make any filing for any such notice, report be unreasonably withheld or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefordelayed).

Reasonable Best Efforts. (a) (i) Seller Subject to Section 8.5(c), the Company and Buyer shall cooperate and Parent shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations (including, without limitation, all filings required under the Majority Stockholders toHSR Act, the applicable merger regulations of the European Community and all applicable Polish competition statutes) required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Company Disclosure Statement) which would impair the ability of the parties to consummate the Merger; and (iii) use their respective reasonable best efforts to take promptly (x) take, or cause to be taken taken, all actionsother actions and (y) do, and do or cause to be done done, all things, other things reasonably necessary, proper or advisable on their respective parts under appropriate to satisfy the conditions set forth in Annex A of this Agreement and applicable Laws Article IX (unless waived) and to consummate and make effective the transactions contemplated by this Agreement as on the terms and conditions set forth herein (including seeking to remove promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law injunction or other requirements of any Government Entity legal barrier that would may prevent the consummation of the transactions contemplated by this Agreement by the Termination Datesuch consummation); provided, however, that Buyer no loan agreement or contract for borrowed money shall notbe repaid except as currently required by its terms, and in whole or in part, and, subject to Section 8.1, no contract shall cause be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller Subsidiaries in order to give Seller a reasonable opportunity to comment on obtain any such consent, approval or authorization without first obtaining the content written approval of Parent and Merger Sub. Each party shall promptly notify the other party of any merger filing relevant communication to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under that party from any applicable Law Governmental Body in connection with this Agreement and the transactions contemplated by this Agreementany required filing with, and file promptly any additional information requested under any applicable Law or approval or review by, such Governmental Body in connection with this Agreement the Offer and the Merger and the other transactions contemplated hereby and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by this Agreement, after receipt of the request thereforapplicable law.

Reasonable Best Efforts. (a) (iSubject to Section 8.02(b) Seller and Buyer shall cooperate and shallbelow, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parties shall use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsaction, and do or to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and the other filings Transaction Documents and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable cause the conditions to be obtained from any third party and/or any Government Entity in order the obligations of the other Party hereto to consummate the transactions contemplated by this Agreementhereby and thereby to be satisfied, including obtaining all consents and (y) taking approvals of all actions reasonably necessary in order to comply with Persons and Governmental or satisfy the requirements of Regulatory Authorities and removing any applicable Law injunctions or other requirements of any Government Entity impairments or delays that would prevent are necessary, proper or advisable to the consummation of the transactions contemplated by the Transaction Documents. Notwithstanding any provision of this Agreement by to the Termination Date; providedcontrary, howeverthe “reasonable best efforts” of the Sellers shall not require the Sellers or any of their Affiliates to (i) expend any money in the aggregate in excess of $25,000 to remedy any breach of any representation or warranty hereunder, that Buyer shall not(ii) commence any litigation or arbitration proceeding, and shall cause its Affiliates not to, make or (iii) offer or grant any filing for any such notice, report accommodation (financial or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect otherwise) to any antitrust third party to obtain any consent required for the consummation of the transactions contemplated hereby and thereby; provided that if the Sellers or merger filingstheir respective Affiliates elect to remedy such breach, Sellers shall not be deemed to be in breach of such representation or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without warranty for purposes of determining Buyer’s first consulting with Seller obligations to consummate the transactions contemplated hereby and thereby pursuant to Article X. Sellers shall be responsible for payment or assumption of all costs, expenses and financial accommodations required to be incurred in order to give Seller a reasonable opportunity to comment on the content of obtain any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntitySellers Governmental Consents, Required Sellers Third Party Consents or Other Sellers Third Party Consents. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer Sellers shall use its their reasonable best efforts to take, or cause to be taken, all actions, or to do, or cause to be done, all things necessary, proper or advisable, including make necessary filings with relevant Governmental or Regulatory Authorities for the Majority Stockholders totransfer of Sellers rights in water supply, make as promptly as reasonably practicable all filings telephone, gas and submissions required under any applicable Law in connection with this Agreement electric connections, drainage and other public utilities necessary for the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt conduct of the request thereforBusiness, to Buyer.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions set forth in this Agreement and shallthe Consent Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer party hereto shall use its reasonable best efforts to cause the Majority Stockholders (subject to, use their respective reasonable best efforts and in accordance with, applicable Law) to take take, or cause to be taken taken, promptly all actions, and do to do, or cause to be done done, promptly and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent Consent Agreement, the consummation of NEG Acquisition Agreement, the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this NEG Employee Agreement and the other Related Documents, including: (i) the obtaining of all necessary Consents required to consummate the transactions contemplated by this Agreement, the Consent Agreement, the NEG Acquisition Agreement, the NEG Employee Agreement and file promptly the other Related Documents in a timely manner, including any Consent required under any Legal Requirement, Contract, Lease or Easement applicable to the Business and all Consents listed in Schedule 3.3, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Consent Agreement and, to the extent applicable to AQN’s ownership of Plaza (and indirectly, the Assets and Assumed Liabilities), the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any Governmental Body vacated or reversed, and (iii) the execution and delivery of any additional information requested under any applicable Law in connection with this Agreement and instruments necessary to consummate the transactions contemplated by this Agreement, after receipt the Consent Agreement, the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents; provided, however, that in no event shall LG or its Affiliates be required to pay any penalty, compensation or other consideration to any third party for any such Consent. In the event that any Proceeding is commenced challenging the proposed transactions contemplated by this Agreement, the Consent Agreement and, to the extent applicable to AQN’s ownership of Plaza (and indirectly, the Assets and Assumed Liabilities), the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents, each of the request thereforparties shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of such transactions.

Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer shall cooperate subject to the conditions set forth in this Agreement and shallin accordance with applicable Laws, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall parties to this Agreement will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement to ensure that the conditions set forth in Article VI are satisfied and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, includingincluding (i) obtaining all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (xii) preparing and filing making, as promptly as reasonably practicable all documentation practicable, an appropriate filing of a Notification and Report Form pursuant to effect all necessary notices, reports the HSR Act with respect to the transactions contemplated hereby and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary not extending any waiting period under the HSR Act or advisable to be obtained from entering into any third party and/or any Government Entity in order agreement with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent may not be unreasonably withheld or delayed), (iii) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement (including the placement of legends as contemplated by the Voting Agreement if applicable); provided, however, that without the prior written consent of SibCo 1 (which consent may not be unreasonably withheld or delayed) the Company and its Subsidiaries may not pay or commit to pay any amount of cash or other consideration, or incur or commit to incur any liability or obligation, in connection with obtaining such consent, approval or waiver, (yiv) taking all actions reasonably necessary in order subject to comply with or satisfy the requirements first having used reasonable best efforts to negotiate a resolution of any applicable Law objections underlying such lawsuits or other requirements of legal proceedings, defending and contesting any Government Entity that would prevent lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by the Termination Date; provided, however, that Buyer shall notany Governmental Entity vacated or reversed, and shall cause its Affiliates not to, make (v) executing and delivering any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect additional instruments necessary to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to file, or cause to be done filed, all thingsdocuments and do, reasonably or cause to be done, all things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate the Transaction and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date of this Agreement, including, including (xA) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Transaction or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date; provided, however, that Buyer shall not, “Required Approvals”) and shall cause its Affiliates (B) taking all reasonable best efforts as may be necessary to obtain all such Required Approvals. In furtherance and not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each of Buyer the Company and Seller shallParent agrees (1) to make as promptly as practicable after the date of this Agreement (and, in any event, within ten (10) business days) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (2) to make as promptly as practicable after the date of this Agreement all other necessary filings with other Governmental Authorities relating to the Transaction under any Foreign Antitrust Laws, and Seller shall cause (3) to supply as promptly as practicable any additional information or documentary material that may be requested pursuant to the Transferred Entities to, HSR Act or any Foreign Antitrust Laws or by such Governmental Authorities and Buyer shall cause its Affiliates, and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreementreceipt of Required Approvals under such Foreign Antitrust Laws or from such Governmental Authorities as soon as practicable. In furtherance and not in limitation thereof of the foregoing, and file promptly any additional information requested under any applicable Law in connection with this Agreement Parent and the transactions contemplated by this Agreement, after receipt Company shall request and shall use reasonable best efforts to obtain early termination of the request thereforapplicable waiting period under the HSR Act.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions ----------------------- of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the Mergers and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, ruling requests, and other filings documents and to obtain as promptly as reasonably practicable all consentsConoco Necessary Consents or Phillips Necessary Consents, as appropriate, and all other consentx, xxxxxrs, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all ------------------ reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Phillips and Conoco agrees (i) to make, as promptly as practicable, (X) xx appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) appropriate filings with the European Commission, if required, in accordance with applicable Regulatory Laws, and (C) all other necessary filings with other Governmental Entities relating to the Mergers, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such Governmental Entities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, neither Phillips nor Conoco nor any of their respective Subsidiaries shall xx xxxxired to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation, in any such case, that could reasonably be expected to have a Material Adverse Effect on New Parent after giving effect to the Mergers or to substantially impair the benefits to Phillips and (y) taking all actions reasonably necessary in order Conoco expected, as of the date hereof, to comply with be realizex xxxx xonsummation of the Mergers, and neither Phillips or satisfy the requirements of Conoco shall be required to agree to or effect any applicable Law divxxxxxxxx, hold separate any business or take any other requirements of any Government Entity action that would prevent is not conditional on the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforMergers.

Reasonable Best Efforts. (a) (i) Seller Each of the Company, Merger Co. and Buyer shall cooperate and Parent shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders Subsidiaries to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actions, actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain (and to cooperate with the other parties to obtain) as promptly as reasonably practicable any permit, consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, each of the Company and Parent shall promptly cooperate with and furnish information to the other and, to the extent practicable, consult with each other on, all the information relating to the Company or Parent, as the case may be, and any of their respective affiliates, which appear in any filing made with, or written materials submitted to, any Governmental Entity or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, registrations, approvals, waiversauthorizations, orders, interpretive guidance, exemptions, permits and authorizations orders of all Governmental Entities and any other third parties necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order each of the Company and Parent shall keep the other apprised of the status of matters relating to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation completion of the transactions contemplated hereby, including promptly furnishing the other with copies of written notices or other communications received by this Agreement by Parent or the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make Company or any filing for of their respective affiliates from any such notice, report third party or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Governmental Entity with respect to the transactions contemplated hereby. The Company and Parent shall provide the other party with the opportunity to participate in any antitrust or merger meeting with any Governmental Entity in respect of any filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law investigation or other inquiry in connection with this Agreement and the transactions contemplated hereby; provided that (i) such participation of the Company to be permitted by this Agreement, and file promptly any additional information requested under any applicable Law Parent shall not be required in connection with this Agreement meetings not primarily related to obtaining such Requisite Regulatory Approvals; and (ii) such participation shall not entitle the transactions contemplated by this Agreement, after receipt Company to direct the conduct of the request thereforany such meeting or otherwise bind Parent to any action.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws laws and regulations to consummate the KPP Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date of this Agreement, including, including (xi) preparing and filing as promptly reasonably as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly reasonably as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the KPP Merger or any of the other transactions contemplated by this Agreement (collectively, the "REQUIRED APPROVALS") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance of and not in limitation of the foregoing, each of VLI and the Kaneb Entities agrees (i) to make (A) as reasonably as practicable, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) as reasonably as practicable, appropriate filings with the Canadian Competition Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) as promptly as reasonably practicable, all other necessary filings with other Governmental Entities relating to the KPP Merger, and, to supply as promptly as reasonably practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply except with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation prior written consent of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer other parties hereto (which shall not, and shall cause its Affiliates not to, make any filing for any such notice, report be unreasonably withheld or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefordelayed).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, and to assist and cooperate with the other parties in doing or causing to be done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, including (xi) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings and other filings tax ruling requests and to obtain as promptly as reasonably practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Governmental Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date; provided, however, that Buyer shall not, "Required Approvals") and shall cause its Affiliates (ii) taking all reasonable steps as may be necessary to obtain all Required Approvals. In furtherance and not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of Buyer a Notification and Seller shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (ii) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws, and Seller shall cause (iii) all other necessary filings with other Governmental Entities relating to the Transferred Entities toMerger, and, in each case, to supply as promptly as practicable any additional information and Buyer shall cause its Affiliates, documentary material that may be requested pursuant to such Applicable Laws or by such authorities and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.Required Approvals under such other Applicable Laws or from such authorities as soon as practicable. Notwithstanding the foregoing, nothing in this Section 6.4 shall require any of Arvix xxx its Subsidiaries, Meritor and its Subsidiaries or Newco and its Subsidiaries to sell, hold separate or otherwise dispose of any assets of Arvix, Xxritor, Newco or their respective Subsidiaries (including the capital stock of any Subsidiary) or conduct their business in a specified manner, or agree to do so, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate conditions of this Agreement, including Sections 6.2 and shall7.3, and Seller shall cause each of the Transferred Entities toCompany, Parent and Buyer shall cause its Affiliates to, and Buyer shall Sub agrees to use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by Merger as soon as practicable after the date hereof. Subject to the terms and conditions of this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filingsAgreement, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, (i) each of Buyer the Company, Parent and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall Sub agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Majority Stockholders Merger (which actions shall include furnishing all information requested in connection with approvals of or filings with any Person or other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requests to any of them or any of their Subsidiaries in connection with the Merger and (ii) each of the Company, Parent and Sub shall, and shall cause its Subsidiaries to, use its or their reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third Person required or advisable to be obtained or made by Parent, Sub, the Company or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent and Sub agrees to make all appropriate filings, notices and registrations with any Governmental Entity or other public or private third Person with respect to the transactions contemplated hereby as promptly as reasonably practicable all filings and submissions after the date of this Agreement in order to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third Person required under or advisable to be obtained or made by Parent, Sub, the Company or any applicable Law of their Subsidiaries in connection with this Agreement and the transactions Merger or the taking of any action contemplated thereby or by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller During the period from the date hereof until the Initial Closing Date, subject to the terms and conditions of this Agreement, the Company and Buyer shall reasonably cooperate with each other and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsappropriate actions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts hereunder and under this Agreement and applicable Laws Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicableContemplated Transactions, including, including without limitation (xi) preparing and filing as promptly as reasonably practicable with any Governmental Authority or other Person all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, (ii) obtaining and to obtain as promptly as reasonably practicable maintaining all Governmental Authorizations or approvals, consents, registrations, approvalspermits, waivers, orders, interpretive guidance, exemptions, permits authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Government Entity in order Governmental Authority or other Person, as applicable, that are necessary, proper or advisable to consummate the transactions contemplated by this AgreementContemplated Transactions, (iii) complying with the terms and conditions of such Governmental Authorizations or other approvals, consents, registrations, permits, authorizations and other confirmations and (yiv) taking all actions reasonably necessary in order to comply with defending any Proceedings challenging this Agreement or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination DateContemplated Transactions; provided, howeverthat the Parties hereto understand and agree that the reasonable best efforts of any Party hereto shall not be deemed to include entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Contemplated Transactions. Buyer and the Company shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws (including those relating to the confidentiality of information), all information relating to the Company or Buyer, as the case may be, and any of their respective Subsidiaries, that Buyer shall notappear in any filing made with, and shall cause its Affiliates not or written materials submitted to, make any filing for third party or any such notice, report or filing Governmental Authority in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations connection with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to Contemplated Transactions. In exercising the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoingforegoing right, each of Buyer the Parties shall act reasonably and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable practicable. The Parties shall consult with each other with respect to the obtaining of all filings Governmental Authorizations of all Governmental Authorities necessary or advisable to consummate the Contemplated Transactions and submissions required under any applicable Law in connection with this Agreement and each Party will keep the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt other apprised of the request thereforstatus of matters relating to completion of the Contemplated Transactions, in each case subject to Applicable Law.

Reasonable Best Efforts. (a) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by applicable foreign Antitrust Laws with respect to the Transactions as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days after the Agreement Date) and to supply as promptly as practicable any additional information and documentary material that may be required pursuant to the HSR Act or any other Antitrust Law. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. Without limiting the foregoing, the parties hereto agree (i) Seller and Buyer shall cooperate and shallto give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iii) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of such communication, and Seller (iv) to provide each other with copies of all written communications from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, the Parent agrees, and shall cause each of the Transferred Entities toits Subsidiaries and Affiliates, and Buyer shall cause its Affiliates to, and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, use their respective reasonable best efforts to take any and all actions necessary to obtain any consents, clearances or cause to be taken all actionsapprovals required under or in connection with Antitrust Laws, and do or cause to be done enable all things, reasonably necessary, proper or advisable on their respective parts waiting periods under this Agreement and applicable Antitrust Laws to consummate expire, and make effective to use reasonable best efforts to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the transactions contemplated by this Agreement as promptly as reasonably practicableTransactions to occur prior to the End Date, including, including but not limited to (x) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary complying with or advisable to be obtained from modifying any third party and/or requests for additional information (including any Government Entity in order to consummate the transactions contemplated second request) by this Agreementany Governmental Entity, and (y) taking all actions reasonably necessary in contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order to comply with or satisfy that would adversely affect the requirements ability of any applicable Law party hereto to consummate the Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. Notwithstanding anything to the contrary in this Section 6.7(a), in no event shall Parent or the Purchaser be required to offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other requirements disposition of any Government Entity that would prevent of the capital stock, assets, rights, products or businesses of the Parent and its Subsidiaries. Each party shall bear its own expenses and costs incurred in connection with any HSR Act filings or other such competition filings and submissions which may be required by such party for the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect Transactions pursuant to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actionsactions and to do, and do or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate the Merger and make effective the transactions contemplated by other Transactions as soon as practicable after the date of this Agreement as promptly as reasonably practicableAgreement, including, including (x) preparing prepare and filing file, in consultation with the other Party and as promptly as reasonably practicable and advisable after the date of this Agreement, all documentation to effect all necessary applications, notices, reports petitions, filings and other filings documents and to obtain as promptly as reasonably practicable all consentswaiting period expirations or terminations, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits Permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity Specified Antitrust Authority in order to consummate the transactions contemplated by this Agreement, Merger or any of the other 58 Transactions and (y) taking take all actions steps as may be reasonably necessary in order to comply with obtain all waiting period expirations or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consentsterminations, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits Permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements Specified Antitrust Authority. In furtherance and not in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each Party agrees (i) to make all necessary applications, notices, petitions and filings required with respect to this Agreement or the Transactions (A) in connection with the pre-merger notification under the HSR Act as promptly as practicable but in no case later than ten (10) Business Days after execution of Buyer and Seller shallthis Agreement, and Seller shall cause (B) in connection with the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause pre-merger notification under the Majority Stockholders to, make Anti-Monopoly Law of the People’s Republic of China as promptly as reasonably practicable all and (C) with the Specified Antitrust Authorities (other than in the United States and China) (the foregoing (A) through (C), the “Antitrust Approvals”) as promptly as reasonably practicable after the execution of this Agreement (in each case, unless another date is mutually agreed between the Parties), or where the ability to control timing of the application, notice, petition or filing is not within the control of the submitting Party, commence pre-submission consultation procedures for, any applications notices, petitions or filings with the Specified Antitrust Authorities (and thereafter make any other required submissions and respond as promptly as reasonably practicable to any requests for additional information or documentary material), and (ii) to promptly determine whether any other filings are required to be made with, and whether any other consents, approvals, permits or authorizations are required to be obtained from, any Governmental Authority under any other applicable Law in connection with this Agreement and the transactions contemplated by this AgreementTransactions, and if so, to prepare and file promptly any additional information requested under such filings and to seek any applicable Law such other consents, approvals, permits or authorizations (the filings described in connection with this Agreement and the transactions contemplated by this Agreementforegoing clauses (i) through (ii) collectively, after receipt of the request therefor“Regulatory Filings”).

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to file, or cause to be done filed, all thingsdocuments and do, reasonably or cause to be done, all things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate the Transaction and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date of this Agreement, including, including (xA) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents and to obtain as promptly as reasonably practicable all consents, waivers, licenses, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Transaction or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date; provided, however, that Buyer shall not, “Required Approvals”) and shall cause its Affiliates (B) taking all reasonable best efforts as may be necessary to obtain all such Required Approvals. In furtherance and not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality limitation of the foregoing, each of Buyer the Company and Seller shallParent agrees (1) to make as promptly as practicable after the date of this Agreement (and, in any event, within ten (10) business days) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (2) to make as promptly as practicable after the date of this Agreement all other necessary filings with other Governmental Authorities relating to the Transaction under any Foreign Antitrust Laws, and Seller shall cause (3) to supply as promptly as practicable any additional information or 32 documentary material that may be requested pursuant to the Transferred Entities to, HSR Act or any Foreign Antitrust Laws or by such Governmental Authorities and Buyer shall cause its Affiliates, and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required expiration or termination of the applicable waiting periods under any applicable Law in connection with this Agreement the HSR Act and the transactions contemplated by this Agreementreceipt of Required Approvals under such Foreign Antitrust Laws or from such Governmental Authorities as soon as practicable. In furtherance and not in limitation thereof of the foregoing, and file promptly any additional information requested under any applicable Law in connection with this Agreement Parent and the transactions contemplated by this Agreement, after receipt Company shall request and shall use reasonable best efforts to obtain early termination of the request thereforapplicable waiting period under the HSR Act.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate ----------------------- conditions herein provided, Big Stuff and shall, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Big Stuff Shareholders agree to use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective as promptly as practicable, but in any event, prior to the Closing, the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable, and the Big Stuff Transaction Agreements including, but not limited to (xi) preparing obtaining the Consent of others to this Agreement, the Big Stuff Transaction Agreements and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by hereby and thereby, (ii) the defending of any Litigation against Big Stuff, or involving any Big Stuff Shareholder challenging this Agreement, and (y) taking all actions reasonably necessary in order to comply with the Big Stuff Transaction Agreements or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated hereby or thereby, excluding any Litigation caused by this Agreement by or relating to Parent or any Active Parent Subsidiary, (iii) obtaining all Consents from Governmental Authorities required for the Termination Date; provided, however, that Buyer shall notconsummation of the exchange and the transactions contemplated hereby, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits (iv) timely making all necessary filings under the HSR Act. Upon the terms and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant subject to the transaction contemplated under this Agreements in order conditions hereof, Big Stuff and the Big Stuff Shareholders agree to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the Majority Stockholders other conditions of the Closing set forth herein. Big Stuff and the Big Stuff Shareholders will consult with counsel for Parent as to, make as promptly as reasonably practicable all filings and submissions required under will permit such counsel to participate in, at Parent's expense, any applicable Law Litigation referred to in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly clause (ii) above brought against or involving Big Stuff or any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforBig Stuff Shareholder.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions provided in this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer Parties (other than the Holder Representative) shall use its reasonable best efforts to cause obtain promptly all Consents that may be or become necessary for the Majority Stockholders performance of its and the other Parties’ obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement. The Parties (other than the Holder Representative) shall each be responsible for paying any fees and other costs (including, but not limited to, legal and consultant fees) incurred by that Party relating to any Consents, including but not limited to fees and other costs relating to the preparation of any filings or submissions to any Governmental Entity (other than filing fees incurred in connection with regulatory filings made pursuant to Section 5.3, which shall, in any event, be paid by Buyer); provided, however, that neither the Company nor the Buyer shall be required to pay 3063972 31 any fees or other payments to any Governmental Entity in order to obtain any such Consent (other than filing fees incurred in connection with regulatory filings made pursuant to Section 5.3, which shall, in any event, be paid by Buyer). If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violating any Competition Law, each of the Parties (other than the Holder Representative) shall use their respective its reasonable best efforts to take or cause promptly resolve such objections in order to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective enable the transactions contemplated by this Agreement to be consummated as promptly as reasonably practicable, includingprovided, (x) preparing and filing as promptly as reasonably practicable all documentation however, that notwithstanding the foregoing, that each of the Parties shall have the right, but not the obligation, to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from defend any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law lawsuits or other requirements of any Government Entity that would prevent legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement under any Competition Law, including but not limited to seeking to have any stay, injunction, or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything to the Termination Date; providedcontrary in this Agreement, howevernone of the Parties shall be required to take or agree to take any action, including entering into any consent decree, hold separate order or other arrangement, that Buyer shall notwould (i) require or result in the sale, and shall cause its Affiliates not to, make any filing for any such notice, report divestiture or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust other direct or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content indirect disposition of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each assets or rights of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause or any of its Affiliates, and Buyer shall use any portion of the Company or any of its reasonable best efforts to cause Affiliates, or any portion of the Majority Stockholders Surviving Corporation, or (ii) limit Buyer’s, the Company’s, the Surviving Corporation’s, or any of their respective Affiliates’ freedom of action with respect to, make as promptly as reasonably practicable all filings and submissions required under or its or their ability to retain, conduct, consolidate or otherwise control, any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request thereforBuyer’s or its Affiliates’ assets or businesses.

Reasonable Best Efforts. (a) (i) Seller and Buyer shall cooperate and shallSubject to the terms of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall Party will use its reasonable best efforts to cause the Majority Stockholders toClosing to occur, use their respective reasonable best efforts to take or cause perform all acts to be taken all actions, and do or cause performed by it pursuant to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate refrain from taking or omitting to take any action that would violate its representations and make effective warranties hereunder or render them inaccurate as of the transactions contemplated by this Agreement date hereof or the Closing Date (unless such representations and warranties are specifically made as promptly as reasonably practicable, including, (xof some other date) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from that in any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that way would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government EntityAgreement. Without limiting the generality of the foregoingforegoing or the provisions of Section 6.3(e), each (i) for purposes of Buyer this Section 6.3(d) and Section 6.3(e), the “reasonable best efforts” of Investor shall include Investor’s agreement to cooperate in good faith with Parent and Seller shallin obtaining, and Seller taking such commercially reasonable actions as may be reasonably necessary to obtain, the agreement of any Governmental Entity to approve, or not to seek an injunction against or otherwise oppose, the transactions contemplated hereby, provided, however, that such reasonable best efforts shall cause the Transferred Entities tonot include any requirement of Investor to expend a material amount of money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party, and Buyer shall cause its Affiliates, and Buyer (ii) each Party shall use its reasonable best efforts to file or cause to be filed with appropriate Governmental Entities any notifications or other filings required to filed under applicable Laws with respect to the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in transactions contemplated hereby. In connection with this Agreement and effecting any filing or obtaining any clearance, approval or authorization required by antitrust laws to consummate the transactions contemplated by this Agreement, each of Seller, Parent and file promptly any additional information requested under Investor shall, subject to applicable Law, (i) permit counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any applicable Law proposed written communication to any Governmental Entity, and (ii) provide counsel for the other party with copies of all applicable filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Entity and any other applicable information supplied by such party and such party’s Subsidiaries to a Governmental Entity or received from such a Governmental Entity; provided, however, that materials may be redacted or withheld to the extent necessary to comply with contractual arrangements. Each of Parent, Seller and Investor agrees not to participate, or to permit its respective Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with this Agreement and effecting any such filing required by antitrust laws or obtaining any such clearance, approval or authorization required by antitrust law to consummate the transactions contemplated by this Agreement, after receipt of unless it consults with the request thereforother party reasonably in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate; provided, further, that any Party may, in response to unsolicited inquiries from any Governmental Entity, furnish information to, and otherwise cooperate with, such Governmental Entity, provided such Party notifies the other Parties promptly thereafter.

Reasonable Best Efforts. (a) (i) Seller Upon the terms and Buyer subject to the conditions set forth in this Agreement, each of Watson Wyatt and Towers Perrin shall cooperate with each other and shall, use (and Seller shall cause each of the Transferred Entities to, Holding Company and Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, use their respective Subsidiaries to use) its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably that are necessary, proper or advisable on their respective parts its part, under this Agreement and applicable Laws Law, to consummate and make effective effective, in the most expeditious manner practicable (and in any event no later than the Outside Date), the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (i) obtain all required consents, approvals or waivers from, or participate in other discussions or negotiations with, third parties, but only with respect to any Watson Wyatt Material Contract or Towers Perrin Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and all appropriate filings with the applicable Governmental Entities under any applicable Foreign Antitrust Laws within the time periods specified thereunder (or, if such time period is not specified, within a reasonable time) to effect the Closing as soon as practicable, and in furtherance of such obligations each of the Parties hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) days after the date hereof and to make any appropriate filings required under applicable Foreign Antitrust Laws as promptly as reasonably practicable, including, (x) preparing and filing to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested by a Governmental Entity pursuant to the HSR Act or applicable Foreign Antitrust Laws and use its reasonable best efforts to take or cause to be taken all documentation to effect all necessary noticesother actions necessary, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary proper or advisable consistent with this Section 5.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or applicable Foreign Antitrust Laws, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek 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 could reasonably be obtained from any third party and/or any Government Entity in order expected to consummate restrict, prevent, prohibit or delay the consummation of, or otherwise materially reduce the contemplated benefits of, the Mergers or the other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and (yiv) taking all actions reasonably execute and deliver any additional instruments necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement by the Termination DateAgreement; provided, however, that Buyer that, subject to the obligations of the Parties under Section 5.6(b), none of the Parties, or their respective Subsidiaries shall notcommit to the payment of any material fee, and shall cause its Affiliates not topenalty or other consideration under, or make any filing for other concession, waiver or amendment under, any such notice, report or filing Contract in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations connection with obtaining any consent with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, such Contract without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance prior written consent of the transaction before a merger filing is submitted other Parties. Each Party shall furnish to a Government Entity. Without limiting the generality of the foregoing, each of Buyer other Party such necessary information and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make assistance as promptly as such other Party may reasonably practicable all filings and submissions required under any applicable Law request in connection with this Agreement the foregoing. Subject to applicable Law relating to the exchange of information, Watson Wyatt and Towers Perrin shall have the right to review in advance and, to the extent practicable, each shall consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Watson Wyatt or Towers Perrin, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or appears in any written materials submitted to, any third party and/or any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement, and file promptly any additional information requested under any . Subject to applicable Law and the instructions of any Governmental Entity, each Party: (x) shall keep each of the other Parties apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing such other Parties with copies of notices or other written communications received by such Party or any of its Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions; and (y) to the extent practicable under the circumstances, shall provide the other Parties and their respective outside counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with this Agreement and the transactions contemplated by this Agreementhereby. In exercising the foregoing rights, after receipt of the request thereforeach Party shall act reasonably and as promptly as practicable.

Reasonable Best Efforts. (a) (i) Seller Subject to the terms and Buyer shall cooperate and shallconditions of this Agreement, and Seller shall cause each of the Transferred Entities to, and Buyer shall cause its Affiliates to, and Buyer shall party hereto will use its reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, promptly all actions, and do to do, or cause to be done done, promptly all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Applicable Laws to consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly soon as reasonably practicablepracticable after the date hereof, including, (x) including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary applications, notices, reports petitions, filings, and other filings documents, and to obtain as promptly as reasonably practicable (A) all consents, waivers, licenses, novations, orders, registrations, approvals, waiverspermits, ordersrulings, interpretive guidance, exemptions, permits authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Government Entity Governmental Authority in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with Merger or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the other transactions contemplated by this Agreement by (collectively, the Termination Date; provided, however, that Buyer shall not“Required Approvals”), and shall cause its Affiliates not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits (B) the consents and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entitythird parties identified in Section 5.1(a) of the Navigant Disclosure Schedule. Without limiting the generality In furtherance and not in limitation of the foregoing, each of Buyer Navigant and Seller shallCWT agrees to make (1) as promptly as practicable, but in any event within ten business days, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, and Seller shall cause (2) as promptly as practicable all other necessary filings with other Governmental Authorities relating to the Transferred Entities toMerger, and Buyer shall cause its Affiliates, to supply as promptly as practicable any additional information or documentary material that may be requested pursuant to such laws or by such authorities and Buyer shall to use its reasonable best efforts to cause the Majority Stockholders to, make expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as promptly as reasonably practicable all practicable. Each party shall have responsibility for its respective filing fees associated with the filings under the HSR Act and submissions required under any applicable Law other Required Approvals. Notwithstanding anything to the contrary in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly neither Navigant nor CWT nor any additional information requested under of their respective subsidiaries shall be required (x) to hold separate (including by trust or otherwise) or to divest any applicable Law of their respective businesses or assets, or (y) to accept any operational restriction, or take any other action that, in connection with this Agreement and the transactions contemplated by this Agreementreasonable judgment of CWT, after receipt could be expected to limit the right of the request thereforCWT or Navigant to own or operate all or any portion of their respective businesses or assets.

Reasonable Best Efforts. Subject to the terms of this Agreement (a) (i) including the limitations set forth in Section 6.02 and this Section 6.01), the Company and Arsenal Blocker Seller and Buyer shall cooperate and shallwill, and Seller shall will cause each of the Transferred Entities its Subsidiaries to, and Buyer shall cause its Affiliates to, and Buyer shall use its their reasonable best efforts to cause the Majority Stockholders totake, use their respective reasonable best efforts to take or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate with the other parties in doing, all things, reasonably things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the transactions contemplated by this Agreement effective, as promptly as reasonably practicable, includingthe transaction contemplated hereby, including using reasonable best efforts to (x) preparing cause its conditions to Closing to be satisfied and filing for the Closing to occur as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Government Entity in order to consummate the transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order not take any action designed to comply with prevent the Closing. For purposes of this Agreement, the "reasonable best efforts" of the Company and Arsenal Blocker Seller will not require the Company, Arsenal Blocker Seller or satisfy the requirements any of their respective Subsidiaries or Affiliates to (A) expend any money (other than a de minimis amount) to remedy any breach of any applicable Law representation or other requirements of warranty hereunder, (B) commence any Government Entity that would prevent litigation or arbitration proceeding, (C) waive or surrender any right or modify any agreement (including any Material Contract), (D) offer or grant any accommodation or concession (financial or otherwise) to any third party, (E) make any payment to third parties or otherwise suffer any similar detriment, (F) subject to the Company's and Arsenal Blocker Seller's compliance with Section 6.02, obtain any consent required for the consummation of the transactions contemplated by this Agreement Transactions, (G) waive or forego any right, remedy or condition hereby, or (H) provide financing to Buyer or Merger Sub for the consummation of the Transactions, other than financing to be executed by the Termination Date; provided, however, Company and its Subsidiaries that Buyer shall not, and shall cause its Affiliates will not to, make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any merger filing relevant to the transaction contemplated under this Agreements in order to present the best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entitybe effective until Closing. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause maintain in full force and effect the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and Debt Commitment Letter until the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt initial funding of the Debt Financing on the Closing Date and to negotiate, execute and deliver definitive agreements with respect to such Debt Financing on the terms and conditions no less favorable, when taken as a whole, to Buyer than those contained in the Debt Commitment Letter. Upon the reasonable request thereforof the Company or Arsenal Blocker Seller, Buyer shall reasonably promptly update the Company and Arsenal Blocker Seller in reasonable detail of any material developments concerning the status of the Debt Financing.