Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as expeditiously as possible after the Merger date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement as soon as practicableAgreement, including by using reasonable best efforts to: (i) cooperation cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VI to be satisfied, (ii) obtaining obtain all necessary actions or non-actionsnonactions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) obtaining obtain all necessary consents, approvals or waivers from third parties, including all Necessary Consents, and (iv) defending any lawsuits execute or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, the Company and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event or circumstance relating to either the CompanyAcquisition, Parent, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Acquisition and the other party transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event or circumstanceLegal Requirement on the Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all reasonable acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at including seeking to have any time prior stay or temporary restraining order entered by any Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party of such event or circumstancetransactions contemplated by, and to fully carry out the purposes of, this Agreement.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreementany court or other Governmental Entity vacated or reversed, and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, the Company and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event or circumstance relating to either the CompanyMerger, Parent, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use its reasonable best efforts to ensure that the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event or circumstanceLegal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance withshall cause their respective Affiliates to use reasonable best efforts to, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances authorizations, orders and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including approval from FERC under the FPA and filings under the taking of all steps as may be necessary HSR Act or any foreign antitrust, competition or foreign investment Laws) applicable to obtain an approvalthe Transactions and other registrations, clearance or waiver fromdeclarations and filings with, or to avoid an action or proceeding bynotices to, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesEntities, (iv) defending through litigation on the merits any lawsuits claim asserted in a court or administrative or other legal proceedingstribunal by any Governmental Entity acting pursuant to applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether judicial temporary, preliminary or administrative, challenging this Agreement or permanent) that would prevent the consummation of Closing prior to the Offer, the Merger or the other transactions contemplated by this AgreementOutside Date, (v) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, this Agreement. In addition, if at responding to any time prior to the Effective Time any event formal or circumstance relating to either informal request for additional information or documentary material received by the Company, Parent, the Purchaser Parent or any of their respective subsidiaries should be discovered by Affiliates from any Governmental Entity in connection with the Transactions. In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging the Merger or any of the other Transactions, each of Parent and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such litigation, action or Parentproceeding and to have vacated, as lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the case may beTransactions. In connection with and without limiting the foregoing, which should be set forth in an amendment to each of Parent and the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party Company and their respective Boards of such event or circumstance.Directors shall

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, will use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, laws and regulations to consummate and make effective effective, in the Merger most expeditious manner practicable, the Offer and the other transactions contemplated by this Agreement as soon as practicableMerger, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, by any Governmental EntityEntity (including those in connection with any governmental antitrust review), (iiiii) obtaining all necessary consents, approvals or waivers from third parties, (iviii) defending any claims, investigations, actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger Offer and the Merger, including seeking to have any stay or temporary restraining order entered by any court or other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed and (viiiv) executing and delivering any additional instruments necessary to consummate the transactions contemplated byOffer and the Merger. Subject to applicable laws and the terms of any relevant agreements with third parties relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to fully carry out the purposes ofextent practicable each will promptly consult the other on, any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In addition, if at any time prior to The Company and Parent shall keep the Effective Time any event or circumstance other apprised of the status of matters relating to either completion of the Companytransactions contemplated hereby, Parent, including promptly furnishing the Purchaser other with copies of notices or any of their respective subsidiaries should be discovered other communications sent to or received by Parent or the Company or Parentand its Subsidiaries, as the case may be, which should be set forth in an amendment from any third party and/or any Governmental Entity with respect to the Offer Documents or Schedule 14D-9, the discovering transactions contemplated hereby. Each party will promptly inform shall afford the other party with advance notice of, and a meaningful opportunity to participate in, any such communications to or from Governmental Entities, including, without limitation, a right to attend, with advisors present, any meetings (telephonic or in person) with such Governmental Entities. In furtherance of the foregoing, in connection with the receipt of any necessary approvals under the HSR Act or any other comparable laws of foreign jurisdictions, Parent, the Company and their respective Subsidiaries shall be required to take or commit to take any and all actions that may be required with respect to Parent or the Company or any of their respective Subsidiaries or any portions thereof or any of the businesses, product lines, properties or assets of the Parent or the Company or any of their respective Subsidiaries (including, but not limited to, challenging, defending against and appealing any Action, injunction, order or decree that may be taken or issued by or before any Governmental Entity in connection with this Agreement or the transactions contemplated hereby), unless in any such event case any such action is reasonably likely to (i) have a Company Material Adverse Effect (without giving effect to the exceptions (i)-(v) thereof) or circumstancea material adverse effect on the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole, (ii) require Parent or any of its Subsidiaries to divest or hold separate a material amount of the assets of Parent and its Subsidiaries, taken as a whole or (iii) have a material adverse effect on the benefits expected to be realized by Parent from the transaction.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as promptly as practicable, the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation that the Tender Offer Conditions and conditions set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VII are satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances clearances, and approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations registrations, notices and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall (ivA) defending file as promptly as practicable (and in any event within 10 Business Days) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Offer, the Merger and the other transactions contemplated by this Agreement, and (B) make, as promptly as practicable, all notifications and other filings required (1) under any applicable non-U.S. antitrust or competition laws (together with the HSR Filings, the “Antitrust Filings”) and (2) under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case, with respect to the transactions contemplated by this Agreement and as promptly as practicable. The Antitrust Filings shall be in substantial compliance with the requirements of the Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, the Company and Parent shall use reasonable best efforts to defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay, the Offertemporary restraining order, the Merger and the other transactions contemplated or preliminary injunction entered by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event Governmental Entity vacated or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancereversed.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties (other than the Stockholder Representative) agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (b) the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and any filings required pursuant to antitrust laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any consents referred to on Schedule 4.5(b) of the Company Disclosure Letter (ivit being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (d) the termination of each agreement set forth on Schedule 7.5(d) of the Company Disclosure Letter; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed; and (viif) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances licenses and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance waiver or waiver license from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (and in furtherance thereof the Company, with the consent of Parent (which consent may not be unreasonably withheld), may make and commit to make payments to third parties and enter into or modify agreements), (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the including seeking to have any stay or temporary restraining order entered by any court or other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In additionWithout limiting the foregoing, if each of the parties hereto shall use its reasonable best efforts and cooperate in promptly preparing and filing as soon as practicable, and in any event within 20 business days after executing this Agreement, (i) notifications under the HSR Act and (ii) the FCC Application and related filings in connection with the Merger and the other transactions contemplated hereby, and to respond as promptly as practicable to any inquiries or requests received from the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), the FCC and any other Governmental Entities for additional information or documentation and to respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters or matters relating to the FCC Application. Each of the parties hereto, to the extent applicable, further agrees (i) to file (and, in the case of Parent to cause its affiliates to file) contemporaneously with the filing of the FCC Application any requests for temporary or permanent waivers of applicable FCC rules and regulations or rules and regulations of other Governmental Entities and in furtherance of those waiver requests to pledge to hold separate, to place in trust and/or to divest any of the businesses, product lines or assets of (A) the Company or any of its subsidiaries at any time after the Effective Time or (B) Parent or any of its affiliates at any time prior to, on or after the Effective Time, in each case as may be required under Current FCC Policy to obtain approval of the FCC Application (collectively, "Divestitures") in order to permit consummation of the Merger and the other transactions contemplated by this Agreement prior to the Termination Date (as defined in Section 7.1(e)) and (ii) to expeditiously prosecute such waiver requests and to diligently submit any additional information or amendments for which the FCC or any other relevant Governmental Entity may ask with respect to such waiver requests. Parent further covenants that, prior to the Effective Time, neither it nor any of its affiliates shall acquire any new or increased "attributable interest" or "meaningful relationship", each as defined in the FCC rules, in any media property ("Further Media Interest"), which Further Media Interest could not be held in common control with any Company Station by the Surviving Corporation following the Effective Time any event or circumstance relating to either (including by virtue of the FCC's multiple ownership limits), without the prior written consent of the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableeffective, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementmost expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (vii) satisfying the Tender taking of all acts necessary to cause the Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII to be satisfied as promptly as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authority and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to connection with and without limiting the Effective Time any event or circumstance relating to either the Companyforegoing, Parent, the Purchaser or any of their respective subsidiaries should be discovered by Merger Sub and the Company or Parentshall as promptly as reasonably practicable, as but in no event later than ten (10) Business Days after the case may bedate hereof, which should be set forth in an amendment duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the Offer Documents transactions contemplated by this Agreement, and shall as promptly as reasonably practicable, but in no event later than five (5) Business Days after the date hereof, duly file any other required notices, filings, registrations or Schedule 14D-9, the discovering party will promptly inform the other party of such event requests for consent or circumstanceapproval from Governmental Authorities with respect to competition matters.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as soon as possible following the Merger date hereof, the Mergers and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts in (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the including seeking to have any stay or temporary restraining order entered by any court or other transactions contemplated by this AgreementGovernmental Entity vacated or reversed, (viiv) satisfying the Tender Offer Conditions execution and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Mergers. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time would limit HoldCo’s or its subsidiaries’ or affiliates’ freedom of action or operations with respect to, or its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any event injunction, temporary restraining order or circumstance relating to either other order in any suit or proceeding that would otherwise have the Company, Parent, effect of preventing or materially delaying the Purchaser or any consummation of their respective subsidiaries should be discovered the transactions contemplated by this Agreement and (B) conditioned upon the Company or Parent, as consummation of the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceMergers.

Reasonable Best Efforts. (a) Subject to Section 4.2(b), upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practical, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, such as those referred to in Sections 4.1(d)(1)-(4) and 4.2(b)(1)-(3)) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consentswaivers, consents or approvals or waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the including seeking to have any stay or temporary restraining order entered by any court or other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limiting the generality of the foregoing, each of the Company and the Trust shall, to the extent required under the HSR Act, promptly file or cause to be filed with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") notification and report forms pursuant to the HSR Act relating to the merger and the other transactions contemplated in this Agreement. The Company and the Trust shall promptly respond to any request for additional information or documenting material by the FTC or Antitrust Division and shall cooperate with each other to effect the expiration of any waiting periods applicable thereto as promptly as practicable. The Company and the Trust shall each consult with the other and use their reasonable best efforts to coordinate any communications or filings with the FTC and the Antitrust Division. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreements, the Merger or any of the other transactions contemplated hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Stockholders Agreements, the Merger or any other transaction contemplated hereby or thereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements may be consummated as promptly as practical on the terms contemplated herein and therein and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements. In addition, if the Trust undertakes and agrees to use its reasonable best efforts and to take all reasonable actions necessary to obtain the Commitment within the 30-day period specified in Section 3.2(e), to finalize the definitive documentation as promptly as practicable thereafter for the funding in full of the merger consideration that will become payable at any time prior to the Effective Time any event or circumstance relating and to either cause the Company, Parent, the Purchaser or any of their respective subsidiaries should conditions to funding thereunder to be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancesatisfied.

Reasonable Best Efforts. (a) Subject Prior to the terms Closing, Parent, Merger Sub and conditions set forth in this Agreement, each of the parties hereto shall, and Company shall cause each of its Subsidiaries to, use its their respective reasonable best efforts to (subject to, and in accordance with, applicable Lawx) to promptly take, or cause to be taken, all actions, and to promptly (y) do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as soon promptly as practicable, including using reasonable best efforts in (i) cooperation in the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoTransactions, (ii) obtaining all necessary actions (and cooperating with each other in obtaining) any consent, authorization, Order or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver fromapproval of, or to avoid an action or proceeding any exemption by, any third party, including any Governmental Entity (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) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Transactions and (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of this Agreement (it being understood that nothing in this Section 6.3 shall require Parent to (A) consent to any action or omission that would be inconsistent with Section 5.1 or Section 6.3(g) or (B) agree to amend or waive any provision of this Agreement). Additionally, each of Parent and the Company shall use reasonable best efforts not to take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, this Agreement. In additionor result in not obtaining, if at any time permission, approval or consent from any Governmental Entity necessary to be obtained prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any Closing. Table of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.Contents

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableAgreement, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the date hereof, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Effective Time Merger, and, in each case, to supply as promptly as practicable any event additional information and documentary material that may be formally or circumstance relating informally requested pursuant to either the CompanyAntitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. Notwithstanding anything to the contrary in this Agreement, Parent, the Purchaser neither MWV nor RockTenn shall be required to hold separate (including by trust or otherwise) or divest any of their respective subsidiaries should be discovered by its businesses or assets or enter into any consent decree or other agreement that would restrict it in the Company or Parentconduct of its business as heretofore conducted if such action is reasonably likely to have a material adverse effect on TopCo and its subsidiaries, taken as the case may bea whole, which should be set forth in an amendment after giving effect to the Offer Documents or Schedule 14D-9, Mergers and taking into account the discovering party will promptly inform total benefits expected to be realized by TopCo after completion of the other party of such event or circumstanceMergers.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreementany court or other Governmental Entity vacated or reversed, and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, the Company and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser this Agreement or any of their respective subsidiaries should the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the transactions contemplated by this Agreement may be discovered consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party effect of such event or circumstanceLegal Requirement on this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, including Section 8.02(b), each of the parties hereto Company and Parent shall, and each shall cause each of its Subsidiaries to, use its their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate the OfferMergers and other transactions contemplated hereby, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Mergers or other transactions contemplated hereby, and complying with the terms and conditions of each Consent, and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Mergers or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Mergers or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Mergers or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Mergers or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations, and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and (z) of the first sentence of Section 8.02(b) to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement hereby so long as soon as practicablesuch actions would not have and would not reasonably be expected to have, including (i) cooperation individually or in the preparation and filing of the Offer Documentsaggregate, the Schedule 14D-9 and any actions a Regulatory Material Adverse Effect on Parent or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either on the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, shall cooperate with the other parties and use (and shall cause each of its their respective Subsidiaries to, use its to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable Lawanother standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate cause the Offer, conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective effective, in the Merger and most expeditious manner reasonably practicable, the other transactions contemplated by this Agreement as soon as practicableTransactions, including (iA) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any taking all such actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by the terms of this Agreement, (vB) publicly supporting this Agreementotherwise preparing and filing promptly and fully all documentation to effect all necessary filings, the Offernotices, the Merger petitions, statements, registrations, submissions of information, applications and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII documents and (viiC) executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, (ii) obtain all Consents from any Governmental Authority or third party (assuming the accuracy of the representations and warranties made in Section 3.04(g)) necessary, proper or advisable to fully carry out consummate the purposes ofTransactions, this Agreement. In addition, if at including any time prior such Consents required with respect to the Effective Time any event or circumstance relating to either the Company, ParentCompany Insurance Approvals, the Purchaser Parent Insurance Approvals and under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to 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, whether judicial or administrative, challenging this Agreement or that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of their respective subsidiaries should the Transactions; provided that in no event shall Parent or Merger Sub be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment required to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancecommence any litigation against any Governmental Authority.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as soon as possible following the date hereof, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts in (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this AgreementGovernmental Entity vacated or reversed, (viv) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement, (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(c) or Section 5.2(e) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with Section 5.3(c) or Section 5.3(e) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Shareholder Approval and the Parent Shareholder Approval. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable, and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of the parties or their subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time any event or circumstance relating to either would limit the Company’s or Parent’s or their subsidiaries’ or affiliates’ freedom of action or operations with respect to, or their ability to retain, one or more of its or their subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger, and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of Parent, the Company and their respective subsidiaries, taken as a whole, provided, however, that for this purpose, Parent, the Purchaser or any of Company and their respective subsidiaries should subsidiaries, taken as a whole, shall be discovered by deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of the Company or Parentand its subsidiaries, taken as a whole, as of the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party date of such event or circumstancethis Agreement (a “Regulatory Material Adverse Effect”).

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, shall cooperate with the other parties and use (and shall cause each of its their respective Subsidiaries to, use its to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable Lawanother standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate cause the Offer, conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective effective, in the Merger and most expeditious manner reasonably practicable, the other transactions contemplated by this Agreement as soon as practicableTransactions, including (iA) cooperation in taking all such actions contemplated by the preparation and filing terms of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Statutory Merger or the other transactions contemplated by this Agreement, (vB) publicly supporting this Agreementotherwise preparing and filing promptly all documentation to effect all necessary filings, the Offernotices, the Merger petitions, statements, registrations, submissions of information, applications and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII documents and (viiC) executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to fully carry out consummate the purposes ofTransactions, including any such approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations required with respect to the Company Insurance Approvals, the Parent Insurance Approvals and under applicable Antitrust Laws, (iii) take all steps that are necessary, proper or advisable to 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 (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of the 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 Transactions 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. In addition) or to permit or suffer to exist any restriction, if at any time condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, further, that without the prior to the Effective Time any event or circumstance relating to either the Company, written consent of Parent, the Purchaser Company and its Affiliates shall not take or any of their respective subsidiaries should be discovered by the Company refrain from or Parent, as the case may be, which should be set forth in an amendment agree to the Offer Documents taking or Schedule 14D-9refraining 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 discovering party will promptly inform the other party of such event or circumstanceaggregate, in a Burdensome Condition.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all steps reasonable best efforts as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 4.05(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 7.05 of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger Governmental Entity vacated or reversed; and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to the Effective Time any event or circumstance relating to either Trustee substantially in the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment applicable form attached to the Offer Documents or Schedule 14D-9, Trust Agreement (the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Purchase Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Purchase Agreement as soon as practicableand the Collateral Agreements, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consentspermits, clearances consents and approvals from Governmental Entities Bodies and the making of all necessary registrations registrations, notices, amendments, applications and other filings (including filings with Governmental Bodies, if any) and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, by any Governmental EntityBody, (iii) the obtaining of all necessary consents, approvals approvals, releases or waivers from third partiesThird Parties, including consent to and approval of the novation or assignment of Contracts, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Purchase Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement, any Governmental Body vacated or reversed (v) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementPurchase Agreement and the Collateral Agreements, (vi) the implementation of the provisions of Section 5.4 in a manner that avoids the interruption of the provision of pay and employee benefits from and after the Closing Date and (vii) the provision by Seller to Buyer of at least two weeks advance notice of any material Benefit Plan changes that impact Business Employees. In additionNot limiting the generality of the foregoing, if Seller and Buyer shall, or shall cause any ultimate parent entity with respect thereto to, use reasonable best efforts to (a) take promptly all actions necessary to make the filings required under the HSR Act or Competition Laws of any foreign jurisdiction (and in any event each party shall, or shall cause its ultimate parent entity to, use its reasonable best efforts to, make such filings no later than the date that is 10 Business Days after the date hereof), (b) comply at the earliest practicable date with any time prior request for additional information received by Seller or Buyer or their Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the Effective Time HSR Act or Competition Laws of any event foreign jurisdiction, and (c) cooperate with each other in connection with their respective filings under the HSR Act and in connection with resolving any investigation or circumstance relating to other inquiry concerning the transactions contemplated by this Purchase Agreement commenced by either the Company, ParentFederal Trade Commission, the Purchaser Antitrust Division of the Department of Justice or state attorneys general or any foreign jurisdiction. For purposes of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9this Section 5.5, the discovering reasonable best efforts of any party will promptly inform the other hereto shall include payment by such party (or its Affiliates) of all standard fees and expenses which are legal obligations of such event or circumstanceparty related to obtaining any consents from a Governmental Body, including all fees incurred in connection with all filings under any Competition Laws (including the HSR Act and EC Common Market).

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, Company and Parent shall cause each of its Subsidiaries to, use its their reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate in the Offermost expeditious manner possible 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, (ii) taking all appropriate actions, and doing, or causing to be done, all things necessary, proper or advisable under Applicable Laws to consummate and make effective the Merger transactions contemplated by this Agreement, including using its reasonable best efforts to obtain and maintain all approvals, consents, registrations, permits, licenses, certificates, variances, exemptions, orders, franchises, authorizations and other confirmations of all Governmental Authorities or other third parties that are necessary, proper or advisable to consummate the other transactions contemplated by this Agreement as soon as practicable, including (i) cooperation in and to fulfill the preparation and filing of conditions to the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (viii) publicly supporting this Agreementdefending any actions, suits, claims, investigations or proceedings threatened or commenced by any Governmental Authority or arbitrator relating to the Offer, the Merger and the other transactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority or arbitrator vacated or reversed, and (viiv) satisfying the Tender Offer Conditions and the conditions cooperating to the consummation of extent reasonable with the Merger set forth other parties hereto in Article VII and (vii) executing and delivering any additional instruments necessary their efforts to consummate the transactions contemplated by, and to fully carry out the purposes of, comply with their obligations under this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) the taking of all steps as may be commercially reasonable acts necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Corporation following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, Governmental Entity vacated or reversed; and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time any event or circumstance relating to either Trust Agreement (the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VI to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, ; (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in the Company Disclosure Schedule; (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement, any court or other Governmental Entity vacated or reversed; and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of directors shall, if at any time prior state takeover statute or similar statute or regulation is or becomes applicable to the Effective Time any event or circumstance relating to either the CompanyMerger, Parent, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use its reasonable best efforts to enable the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement and to otherwise act to eliminate or minimize the effects of such event or circumstancetakeover statute.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties hereto shallW. P. Carey, Merger Sub and shall cause each of its Subsidiaries to, CPA16 agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under to fulfill all conditions applicable Laws to consummate the Offer, such party or its Subsidiaries pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicablethe Transaction Documents, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, clearance waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if each of W. P. Carey, Merger Sub and CPA16 agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time prior to after the Effective Time Time, any event further action is necessary or circumstance relating desirable to either carry out the Company, Parentpurpose of this Agreement, the Purchaser proper officers and directors of CPA16, W. P. Carey and Merger Sub shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA16 shall timely file, or any of their respective subsidiaries should cause to be discovered by filed, with the Company or Parent, as the case may be, which should SEC all CPA16 SEC Documents required to be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceso filed.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableand the Shareholders Agreements, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all reasonable acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the Shareholders Agreements or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionAgreement and the Shareholders Agreements, if at including seeking to have any time prior stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party of such event or circumstancetransactions contemplated by, and to fully carry out the purposes of, this Agreement and the Shareholders Agreements.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including, for the avoidance of doubt, Sections 5.2 and 5.3), each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, by any Governmental EntityAuthority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreementany court or other Governmental Authority vacated or reversed, (v) publicly supporting this Agreement, the Offer, obtaining of the Merger tax opinions referred to in Sections 7.2(c) and the other transactions contemplated by this Agreement, 7.3(c) and (vi) satisfying the Tender Offer Conditions execution and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior Subject to the Effective Time terms and conditions of this Agreement (including, for the avoidance of doubt, Sections 5.2 and 5.3), each of the parties agrees that it shall not take any event action that would reasonably be expected to prevent or circumstance relating to either materially delay or materially impair the Company, Parent, consummation of the Purchaser or any of their respective subsidiaries should be discovered transactions contemplated by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancethis Agreement.

Reasonable Best Efforts. (a) Subject to Upon receipt of an SLP IPO Notice, the terms Company and conditions set forth in this Agreement, the Stockholders shall each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its their respective reasonable best efforts (subject toto effect a Minimum Float IPO as soon as reasonably practicable, and in accordance withany event, applicable Lawwithin one hundred eighty (180) days following the Company’s receipt of an SLP IPO Notice, provided, that reasonable best efforts shall not be deemed to require that any Stockholder sell shares in the IPO. Without limiting the foregoing, following receipt of an SLP IPO Notice, the Stockholders and the Company agree to use their respective reasonable best efforts to promptly take, or and cause each of their Subsidiaries, officers, employees, agents and representatives to promptly take, all such actions, and cause to be takendone all such things, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary or appropriate to obtain an approvalconsummate a Minimum Float IPO, clearance or waiver fromincluding pursuant to Section 2.3 of the Registration Rights Agreement and causing the Company to (A) promptly engage such financial advisors, or accountants, attorneys and other advisors as may be appropriate (and the Stockholders shall waive, and cause their Affiliates to avoid an action or proceeding bywaive, any Governmental Entityconflicts of interest resulting from the engagement of such Persons by the Company), (iiiB) obtaining all necessary consentsreorganize, approvals consolidate, exchange, combine or waivers from third partiesotherwise restructure the Company and its Subsidiaries as may be appropriate (and in accordance with Section 6.9), (ivC) defending any lawsuits amend, modify, repeal or other legal proceedingsrestate the governing, whether judicial constituent or administrative, challenging this Agreement or the consummation Organizational Documents of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parentits Subsidiaries, as (D) participate in and otherwise facilitate any due diligence process, (E) prepare, comment to, revise or modify the case may beregistration statement, which should be set forth prospectus, investor and/or rating agency materials, SEC correspondence and any other necessary documentation, including any amendments to any of the foregoing, (F) implement all necessary corporate governance procedures and policies, including those related to whistleblowers, affiliate transactions, xxxxxxx xxxxxxx, Regulation FD, any listing or FINRA code of business conduct or ethics, (G) appoint qualified independent directors, (H) engage a “big four” accounting firm and (I) participate in an amendment to the Offer Documents or Schedule 14D-9a reasonable number of rating agency meetings, road shows and any other investor presentations (clauses (A) through (I), collectively, the discovering party will promptly inform “IPO Efforts”). In connection with the other party foregoing, the Company shall keep the SLP Stockholders reasonably apprised of the status of effecting such event or circumstanceMinimum Float IPO, and consult with the SLP Stockholders and their representatives and consider in good faith the SLP Stockholders’ and their representatives’ advice and recommendations with respect to such Minimum Float IPO.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.2), each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its all reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including including: (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including using all reasonable best efforts to cause the pre-merger notifications required under the HSR Act to be filed within seven business days after the date hereof and including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in paragraph (a) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, Parent, Sub, the Merger Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or the other transactions contemplated by similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, (v) publicly supporting this Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions Transactions may be consummated as promptly as practicable on the terms contemplated by this AgreementAgreement and otherwise to minimize the effect of such statute or regulation on the Offer, (vi) satisfying the Tender Offer Conditions Merger and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceTransactions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are reasonably necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger Merger, the Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement as soon as practicable(other than waiving any conditions to Closing set forth in Article VI), including using reasonable best efforts to accomplish the following: (i) cooperation in obtain all required consents, approvals or waivers from non-Governmental Entity third parties necessary, proper or advisable to consummate and make effective the preparation and filing of the Offer DocumentsMerger, the Schedule 14D-9 Share Issuance and any actions or filings related theretothe Charter Amendment and the other transactions contemplated by this Agreement, (ii) obtaining obtain all necessary actions or non-actions, waivers, consents, clearances clearances, approvals, orders and approvals authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings with, and the taking of take all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding 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 under any applicable foreign Antitrust Laws with any applicable foreign Governmental Entity and (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger execute and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering deliver any additional instruments necessary instruments, in each case as necessary, proper or advisable to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. In addition, if at any time prior Each of the parties hereto shall furnish to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, each other party such necessary information and reasonable assistance as the case other party may bereasonably request in connection with the foregoing and will cooperate in responding to any inquiry from a Governmental Entity, which should be set forth including promptly (and in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform no event later than two (2) Business Days) informing the other party of such event inquiry, consulting in advance before making any presentations or circumstancesubmissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications with any Governmental Entity with respect to this Agreement.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance withshall cause their respective Affiliates to use reasonable best efforts to, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances authorizations, orders and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including approval from FERC under the FPA and filings under the taking of all steps as may be necessary HSR Act or any foreign antitrust, competition or foreign investment Laws) applicable to obtain an approvalthe Transactions and other registrations, clearance or waiver fromdeclarations and filings with, or to avoid an action or proceeding bynotices to, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesEntities, (iv) defending through litigation on the merits any lawsuits claim asserted in a court or administrative or other legal proceedingstribunal by any Governmental Entity acting pursuant to applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether judicial temporary, preliminary or administrative, challenging this Agreement or permanent) that would prevent the consummation of Closing prior to the Offer, the Merger or the other transactions contemplated by this AgreementOutside Date, (v) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, this Agreement. In addition, if at responding to any time prior to the Effective Time any event formal or circumstance relating to either informal request for additional information or documentary material received by the Company, Parent, the Purchaser Parent or any of their respective subsidiaries should be discovered by Affiliates from any Governmental Entity in connection with the Transactions. In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging the Merger or any of the other Transactions, each of Parent and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such litigation, action or Parentproceeding and to have vacated, as lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the case may beTransactions. In connection with and without limiting the foregoing, which should be set forth in an amendment each of Parent and the Company and their respective Boards of Directors shall (A) take all action necessary to the Offer Documents ensure that no Takeover Law is or Schedule 14D-9becomes applicable to this Agreement, the discovering party will promptly inform Merger or any of the other party Transactions and (B) if any Takeover Law becomes applicable to this Agreement, the Merger or any of the other Transactions, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event statute or circumstanceregulation on this Agreement, the Merger and the other Transactions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shallCompany, Parent and Merger Sub shall use (and shall cause each of its their respective Subsidiaries to, use its to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable Lawanother standard for performance is expressly provided for herein) to promptly cooperate with each other and to take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offerconsummate, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as reasonably practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (vii) satisfying take all acts necessary to cause (A) in the Tender Offer Conditions and case of the Company, the conditions to the Closing set forth in Section 8.1 or Section 8.2 to be satisfied, or (B) in the case of Parent and Merger Sub, the conditions to the Closing set forth in Section 8.1 or Section 8.3 to be satisfied, in each case, as promptly as reasonably practicable; (ii) obtain all consents, approvals, orders, waivers and authorizations of, actions or nonactions by, any Governmental Authority or any third party necessary in connection with the consummation of the Merger set forth in Article VII transactions contemplated by this Agreement and make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (viiincluding pursuant to any Regulatory Law) executing and delivering take all reasonable steps as may be necessary to avoid a suit, action, proceeding or investigation by, any Governmental Authority; (iii) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of, of this Agreement. In addition; provided, if at any time prior to the Effective Time any event or circumstance relating to either however, that all obligations of the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment Parent and Merger Sub relating to the Offer Documents or Schedule 14D-9Debt Financing shall be governed exclusively by Section 7.13, the discovering party will promptly inform the other party of such event or circumstanceand not this Section 7.2.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall, and shall cause each of its Subsidiaries to, to this Agreement will use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to ensure that the conditions set forth in Article VI are satisfied and to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable (and in any event within 10 Business Days), an appropriate filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) making, as promptly as practicable, appropriate filings (a) under the EC Merger Regulation, if required, (b) under the Competition Act (Canada) and the Investment Canada Act of 1984 (Canada), if required, and (c) under any other applicable antitrust, competition, premerger notification, trade regulation, or merger control Law, (iv) obtaining all necessary consents, approvals or waivers from from, or taking other actions with respect to, third partiesparties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of SibCo (which consent shall 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 other obligation, in connection with obtaining such consent, approval or waiver, (ivv) subject to first having used its reasonable best efforts to negotiate a reasonable resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Combination Transactions and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts for (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Initial Holdco Merger Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Effective Time Combination Transactions, and, in each case, to supply as promptly as practicable any event additional information and documentary material that may be formally or circumstance relating informally requested pursuant to either the CompanyAntitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. Notwithstanding anything to the contrary in this Agreement, Parent, the Purchaser neither Starwood nor Marriott shall be required pursuant to any Antitrust Laws to hold separate (including by trust or otherwise) or divest any of their respective its businesses or assets or enter into any consent decree or other agreement that would restrict it in the conduct of its business as heretofore conducted if such actions, either by themselves or taken together, would reasonably be expected to cause greater than $700 million in lost value to Marriott and its subsidiaries should be discovered by the Company or Parentand Starwood and its subsidiaries, taken as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party a whole. Lost value for purposes of such event or circumstance.this analysis shall consist of:

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties hereto shallNewCo REIT, W. P. Xxxxx, Merger Sub, CPA 15 Holdco and shall cause each of its Subsidiaries to, CPA15 agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under to fulfill all conditions applicable Laws to consummate such party or its Subsidiaries pursuant to the Offer, Conversion Agreement and this Agreement and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Merger, the CPA15 Merger, the W. P. Xxxxx Conversion, the Reorganization and the other transactions contemplated by this Agreement as soon as practicablethe Transaction Documents, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, clearance waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Conversion Agreement and this Agreement. In addition, if each of NewCo REIT, W. P. Xxxxx, Merger Sub, CPA15 and CPA 15 Holdco agrees (and W. P. Xxxxx agrees to cause each other W. P. Xxxxx Subsidiary party to the Reorganization) to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the W. P. Xxxxx Conversion, the Conversion Agreement, the Reorganization, the Merger, the CPA15 Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time prior after the Effective Time, any further action is necessary or desirable to carry out the purpose of the Conversion Agreement, the Reorganization or this Agreement, the proper officers and directors of CPA15, CPA 15 Holdco, NewCo REIT, W. P. Xxxxx and Merger Sub shall take (and W. P. Xxxxx shall cause to be taken with respect to each other W. P. Xxxxx Subsidiary party to the Reorganization) all such necessary action. From the date of this Agreement through the Effective Time any event Time, CPA15 shall timely file, or circumstance relating cause to either be filed, with the Company, Parent, the Purchaser or any of their respective subsidiaries should SEC all CPA15 SEC Documents required to be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceso filed.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties hereto shallCPA16, Merger Sub, CPA14 and shall cause each of its Subsidiaries to, W. P. Xxxxx agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under to fulfill all conditions applicable Laws to consummate the Offer, such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicablethe Transaction Documents, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, clearance waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemptions from non-governmental third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if each of CPA16, Merger Sub, CPA14 and W. P. Xxxxx agrees to use its reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time prior to after the Effective Time Time, any event further action is necessary or circumstance relating desirable to either carry out the Company, Parentpurpose of this Agreement, the Purchaser proper officers and directors of XXX00, XXX00, Merger Sub and W. P. Xxxxx shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA14 shall timely file, or any of their respective subsidiaries should cause to be discovered by filed, with the Company or Parent, as the case may be, which should SEC all CPA14 SEC Documents required to be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceso filed.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Party will use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate achieve the Offer, satisfaction of the conditions contemplated by Article VIII and to consummate the Acquisition and make effective the Merger and Transactions, as promptly as practicable after the other transactions contemplated by this Agreement as soon as practicabledate hereof, including using reasonable best efforts in (i) cooperation preparing and filing, in consultation with the preparation other Parties and filing as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary or advisable applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Acquisition or any of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoother Transactions, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances orders, authorizations and approvals from Governmental Entities, including any required action or non-action from the applicable Governmental Entities under the Antitrust Laws, Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. §4565), and all rules and regulations issued and effective thereunder (the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval“DPA”), clearance or waiver fromForeign Investment Laws, or other Laws related to avoid an action or proceeding bythe Regulatory Clearances, any Governmental Entityincluding the consents, clearances, authorizations and approvals as set forth on Section 8.1(b) of the Danube Disclosure Letter, and (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Offer, the Merger Acquisition or any of the other transactions contemplated Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by this Agreementany court or Governmental Entity vacated, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII reversed or terminated and (viiB) executing and delivering defending through litigation on the merits any additional instruments necessary claim asserted in court by any Person to consummate the transactions contemplated by, and to fully carry out the purposes avoid entry of, this Agreement. In additionor to have vacated, if at reversed or terminated, any time Order (whether temporary, preliminary or permanent) that would restrain or prevent the Closing from occurring prior to the Effective Time Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable (but, with respect to the following clause (I), no later than fifteen (15) Business Days from the date hereof or by such later time to be mutually agreed in good faith by the Parties in order to cause the expiration or termination of the waiting period under the HSR Act to occur as promptly as reasonably practicable), (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with CFIUS in accordance with the DPA (“CFIUS Notice”), (III) any event filing, notification, submission or circumstance relating report required or advisable pursuant to either non-U.S. Antitrust Laws, including the Companyjurisdictions set forth on Section 10.5(d) of the Amazon Disclosure Letter, Parent(IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws, including the jurisdictions set forth on Section 10.5(e) of the Amazon Disclosure Letter and (V) appropriate filings, notifications, submissions or reports related to the Canada Transportation Act and all other Regulatory Clearances. The Parties also agree that if CFIUS suggests or requests that the Parties withdraw and resubmit the CFIUS Notice submitted to CFIUS, the Purchaser or any of their respective subsidiaries should be discovered by Parties shall cooperate in withdrawing and resubmitting the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceCFIUS Notice.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner and as promptly as practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice, which HSR filings the parties will use their reasonable best efforts to make within 10 business days from the date hereof, and all notifications and other filing, notification or registration required under any antitrust, competition or similar laws of any foreign jurisdiction, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior Subject to Applicable Laws relating to the Effective Time any event or circumstance exchange of information and subject in all respects to the requirements set forth in Section 5.3(b), Northwest and Delta shall have the right to review in advance, and will consult the other on and consider in good faith the views of the other in connection with, all the information relating to either the Company, Parent, the Purchaser Northwest and its Subsidiaries or any of their respective subsidiaries should be discovered by the Company or ParentDelta and its Subsidiaries, as the case may be, which should be set forth that appears in an amendment to any filing made with, or written materials submitted to, any Governmental Entity in connection with the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party of such event or circumstancetransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Party will use its reasonable best efforts (subject toexcept where a different efforts standard is specifically contemplated by this Agreement, and in accordance with, applicable Lawwhich case such different standard shall apply) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with each of the other parties Parties to this Agreement in doing, all things necessary, proper or advisable under applicable Laws Law to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement Agreement, as soon promptly as practicable, including (i) cooperation in defending Actions challenging this Agreement, the preparation and filing resolutions of the Offer DocumentsSeller Boards or the Seller Shareholder Meeting with respect to the transactions contemplated hereby or the consummation of any of the transactions contemplated hereby, the Schedule 14D-9 including seeking to have any stay or temporary restraining order or injunction vacated and any actions or filings related thereto, reversed; (ii) obtaining taking all reasonable actions necessary to cause the conditions precedent in Article IX to be satisfied, including any reasonable actions or non-actions, waivers, consents, clearances and approvals from necessary to avoid any Action by any Governmental Entities and the making of Authority; (iii) taking all necessary registrations and filings and the taking of all steps as may be reasonable actions necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or approvals, written permissions, confirmations and waivers from third parties, including any Governmental Authority; and (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In additionfurtherance and not in limitation of the foregoing, if at each Party agrees to make or cause to be made an appropriate filing of all filings that are advisable or required by applicable Antitrust Laws, the Communications Act, including the rules, regulations and policies promulgated thereunder by the FCC, any time prior applicable Law of The Netherlands, any foreign investment Law and in connection with any other Seller Required Approvals and Parent Required Approvals with respect to the Effective Time transactions contemplated hereby, as promptly as practicable, and in no event later than 15 Business Days after the date hereof, and to supply as promptly as practicable any event or circumstance relating additional information and documentary material that may be requested pursuant to either the Company, Parentany applicable Law of The Netherlands, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9European Union, the discovering party will promptly inform United States or other Antitrust Laws and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.03 necessary to cause the expiration or termination of the applicable waiting periods under any applicable Law of The Netherlands, the European Union, the United States or such other party Laws as soon as practicable. Without limiting the foregoing, each of such event or circumstancethe Parties shall request and shall use its reasonable best efforts to obtain early termination of the waiting period provided for under the HSR Act.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 7.2(a), each of Parent, Merger Sub and the parties hereto shall, and Company shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (vi) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, cause (viA) satisfying the Tender Offer Conditions and each of the conditions to the consummation Offer set forth in Section 2.1(a) and Annex A to be satisfied and (B) each of the conditions to the Merger set forth in Article VII VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement; (ii) subject to Section 7.2, obtain, as promptly as practicable after the date of this Agreement, and (vii) executing maintain all necessary actions or non-actions and delivering any additional instruments Consents and Company Regulatory Permits from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; (iii) obtain all necessary or appropriate Consents under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated byhereby and (iv) reasonably cooperate with the other party or parties with respect to any of the foregoing. Notwithstanding anything to the contrary herein, and to fully carry out the purposes ofneither party, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either Time, shall be required to, and the Company, Company shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the Purchaser existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of their respective subsidiaries should be discovered by the Company or ParentMerger, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party obtain any Consent of such event or circumstanceany Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall, and shall cause each of its Subsidiaries to, to this Agreement will use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to ensure that the conditions set forth in Article VI are satisfied and to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable (and in any event within 20 Business Days after the date of this Agreement), an appropriate filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) making, as promptly as practicable, appropriate filings (a) under the EC Merger Regulation, if required, (b) under the Competition Act (Canada) and the Investment Canada Act of 1984 (Canada), if required, and (c) under any other applicable antitrust, competition, premerger notification, trade regulation, or merger control Law, (iv) obtaining all necessary consents, approvals or waivers from, or taking other actions with respect to, third parties necessary to be obtained under Material Contracts in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of ParentCo (which consent shall not be unreasonably withheld or delayed from third partiesthe perspective of ParentCo), the Company and its Subsidiaries may not pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consent, approval or waiver, (ivv) subject to first having used its reasonable best efforts to negotiate a reasonable resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.09), each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including (i) cooperation in the preparation and filing taking of all acts necessary to cause the conditions to the Offer Documents, and the Schedule 14D-9 and any actions or filings related thereto, conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or non-actionsPermits, waivers, consents, clearances approvals and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntities, (iii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; (iv) the defending of any lawsuits by a Governmental Entity seeking either a temporary restraining order or other legal proceedings, whether judicial or administrative, a preliminary injunction challenging this Agreement or delaying, preventing or restraining the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court vacated, overturned or reversed; and (v) the execution and delivery of any additional instruments necessary to consummate the Offer, the Merger or and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii), (iv) and (v) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, (v) publicly supporting then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Parent 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 relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any filing made with, or written materials submitted to, any Third Party or Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, (vi) satisfying the Tender Offer Conditions each of Parent and the conditions Company shall act reasonably and as promptly as reasonably practicable. Information disclosed pursuant to this Section 6.09(a) shall be subject to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byConfidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to fully carry out the purposes ofcomply with, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any all of their respective subsidiaries should be discovered by obligations thereunder. Neither Parent nor the Company shall commit to or Parentagree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, as toll or extend any applicable waiting period under the case may beHSR Act or other applicable Antitrust Laws, which should without the prior written consent of the other (such consent not to be set forth in an amendment to unreasonably withheld or delayed). Without limiting the Offer Documents or Schedule 14D-9foregoing, the discovering party will promptly inform parties shall request and shall use reasonable commercial efforts to obtain early termination of the other party of such event or circumstancewaiting period under the HSR Act.

Reasonable Best Efforts. (a) Subject Prior to the terms Closing, Parent, Merger Sub and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Company will use its their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under any applicable Laws to consummate the Offer, and Law to consummate and make effective in the Merger and most expeditious manner possible the other transactions contemplated by this Agreement as soon as practicableTransactions, including (i) cooperation in the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoTransactions, (ii) obtaining using reasonable best efforts to satisfy the conditions to consummating the Transactions required to be satisfied by such Party, and (iii) using reasonable best efforts to take all necessary reasonable actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval(and to cooperate with each other in obtaining) any consent, clearance authorization, Order or waiver fromapproval of, or to avoid an action or proceeding any exemption by, any Governmental Entity (which actions will include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity, (iii) obtaining all necessary consents, approvals required to be obtained or waivers from third parties, (iv) defending made by such Party or any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement of its Subsidiaries in connection with the Transactions or the consummation taking of the Offer, the Merger or the other transactions any action contemplated by this Agreement. Additionally, (v) publicly supporting this Agreement, each of Parent and the Offer, Company will use all reasonable best efforts to fulfill all conditions precedent to the Merger applicable to such Party and will not take any action after the other transactions contemplated by date of this AgreementAgreement that would reasonably be expected to materially delay the obtaining of, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth or result in Article VII and (vii) executing and delivering not obtaining, any additional instruments such consent, authorization, Order or approval of, or exemption by, any Governmental Entity necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time be obtained prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceClosing.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using all reasonable efforts to accomplish the following: (i) cooperation the taking of all reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VII to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, hereby and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, the Company and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event or circumstance relating to either the CompanyMerger, Parent, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event or circumstanceLegal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, done and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and necessary to consummate and make effective in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation that the conditions set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VI are satisfied, (ii) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (iii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances clearances, and approvals from Governmental Entities and non-governmental third parties and the making of all necessary registrations and filings (including filings with Governmental Entities) and (iv) the taking obtaining of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall (ivA) defending file as promptly as practicable (and in any event within 10 business days unless the parties mutually agree otherwise) with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement, and (B) make, as promptly as practicable, all notifications and other filings required under any other applicable competition, merger control, antitrust or similar Law that the Company and Parent deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable (together with the HSR Filings, the “Antitrust Filings”). The Antitrust Filings shall be in substantial compliance with the requirements of the Laws, as applicable. Subject to first having used all reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, Company and Parent shall jointly defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay, the Offertemporary restraining order, the Merger and the other transactions contemplated or preliminary injunction entered by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event Governmental Entity vacated or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancereversed.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as soon as possible following the date hereof, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts in (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this AgreementGovernmental Entity vacated or reversed, (viv) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement, (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with Section 5.2(b) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with this Section 5.3(b) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Stockholder Approval and the Parent Shareholder Approvals. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time any event or circumstance relating to either would limit the Company’s or Parent’s or its other subsidiaries’ or affiliates’ freedom of action or operations with respect to, Parentor its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the Purchaser entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of their respective subsidiaries should preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be discovered by expected to have, individually or in the aggregate, a Material Adverse Effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, or the Company or Parentand its subsidiaries, taken as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancea whole (a “Regulatory Material Adverse Effect”).

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement and applicable law, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party’s obligation to consummate such transactions specified in Article VII to be fully satisfied or to determine whether such conditions have been satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective officers and Subsidiaries, and use 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) cooperation in the preparation and filing with the Commission of the Offer Documentspreliminary proxy statement referred to in Section 3.2, the Schedule 14D-9 Proxy Statement and any actions necessary amendments or filings related thereto, supplements to any of the foregoing; (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and seeking to have each such preliminary proxy statement cleared by the making of all necessary registrations and filings and the taking of all steps Commission as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, soon as reasonably practicable after filing; (iii) obtaining using all reasonable best efforts to obtain all necessary consents, approvals approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or waivers from third partiesother 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; (iv) defending any lawsuits (a) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreementapplicable merger control laws, (vb) publicly supporting this Agreement, responding to any requests for additional information made by any Governmental Entity pursuant to the Offer, the Merger and the Xxxx-Xxxxx Act or other transactions contemplated by this Agreementapplicable merger control laws, (vic) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform notifying the other party of any written communication to that party or its Affiliates from any Governmental Authority pursuant to the Xxxx-Xxxxx Act or other applicable merger control laws and, subject to applicable law, permitting the other party or the other party’s counsel to review in advance any proposed written communication to any of the foregoing, (d) not participating, or permitting its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry pursuant to the Xxxx-Xxxxx Act or other applicable merger control laws concerning this Agreement unless it consults with the other party in advance and, to the extent permitted by such event Governmental Authority, gives the other party the opportunity to attend and participate thereat, and (e) with the exception of business documents deemed confidential by the Parent (including documents submitted as attachments to each of the Parent’s Notification and Report Form under the Xxxx-Xxxxx Act), furnish the Company with copies of all correspondence, filings, and communication (including memoranda furnished to any Governmental Authority) between Parent and its Affiliates, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement; (v) causing to be lifted any permanent or circumstance.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

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Party will use its reasonable best efforts (subject toexcept where a different efforts standard is specifically contemplated by this Agreement, and in accordance with, applicable Lawwhich case such different standard shall apply) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with each of the other parties Parties to this Agreement in doing, all things necessary, proper or advisable under applicable Laws Law to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement Agreement, as soon promptly as practicable, including (i) cooperation in defending Actio ns challenging this Agreement, the preparation and filing resolutions of the Offer DocumentsSeller Boards or the Seller Shareholder Meeting with respect to the transactions contemplated hereby or the consummation of any of the transactions contemplated hereby, the Schedule 14D-9 including seeking to have any stay or temporary restraining order or injunction vacated and any actions or filings related thereto, reversed; (ii) obtaining taking all reasonable actions necessary to cause the conditions precedent in Article IX to be satisfied, including any reasonable actions or non-actions, waivers, consents, clearances and approvals from necessary to avoid any Action by any Governmental Entities and the making of Authority; (iii) taking all necessary registrations and filings and the taking of all steps as may be reasonable actions necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or approvals, written permissions, confirmations and waivers from third parties, including any Governmental Authority; and (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional addit ional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In additionfurtherance and not in limitation of the foregoing, if at each Party agrees to make or cause to be made an appropriate filing of all filings that are advisable or required by applicable Antitrust Laws, the Communications Act, including the rules, regulations and policies promulgated thereunder by the FCC, any time prior applicable Law of The Netherlands, any foreign investment Law and in connection with any other Seller Required Approvals and Parent Required Approvals with respect to the Effective Time transactions contemplated hereby, as promptly as practicable, and in no event later than 15 Business Days after the date hereof, and to supply as promptly as practicable any event or circumstance relating additional information and documentary material that may be requested pursuant to either the Company, Parentany applicable Law of The Netherlands, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9European Union, the discovering party will promptly inform United States or other Antitrust Laws and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 6.03 necessary to cause the expiration or termination of the applicable waiting periods under any applicable Law of The Netherlands, the European Union, the United States or such other party Laws as soon as practicable. Without limiting the foregoing, each of such event or circumstancethe Parties shall request and shall use its reasonable best efforts to obtain early termination of the waiting period provided for under the HSR Act.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Party will use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicablepracticable after the date hereof, including (i) cooperation preparing and filing, in consultation with the preparation other Party and filing of as promptly as practicable and advisable after the Offer Documentsdate hereof, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Schedule 14D-9 Transactions and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approvalall such waiting period expirations or terminations, clearance consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals, including defending or waiver fromcontesting any claim, or to avoid an suit, action or other proceeding bybrought by a Third Party, including any Governmental EntityAuthorities, (iii) obtaining that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to make all necessary consentsapplications, approvals notices, petitions and filings required (and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or waivers from third parties, (ivdocumentary material) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging with respect to this Agreement or the consummation of Transactions (A) with the Offer, DOJ and the Merger or FTC on a Notification and Report Form pursuant to the other transactions contemplated by this AgreementHSR Act with respect to the Transactions, (vB) publicly supporting this Agreement, with the Offer, the Merger and the other transactions contemplated by this AgreementGerman Federal Cartel Office (Bundeskartellamt), (viC) satisfying in China, and (D) in the Tender Offer Conditions and the conditions to the consummation of the Merger jurisdictions set forth in Article VII Section 6.2(a) of the Parent Disclosure Letter (the foregoing, collectively, the “Specified Antitrust Authorities”). The Parties agree to make the 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 30 days after the execution of this Agreement (unless another date is mutually agreed between the Parties), and make the filings contemplated by clauses (B), (C) and (viiD) executing of the preceding sentence as promptly as practicable, and delivering will endeavor to make such filings within 60 days after the execution of this Agreement (unless another date is mutually agreed between the Parties). The Parties agree to use reasonable best efforts to supply as promptly as practicable and advisable any additional instruments information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to consummate cause the transactions contemplated by, and to fully carry out expiration or termination of the purposes of, this Agreement. In addition, if at any time prior to applicable waiting periods under the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, HSR Act as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancesoon as practicable.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) the taking of all steps as may be commercially reasonable acts necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Company following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, Governmental Entity vacated or reversed; and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time any event or circumstance relating to either Trust Agreement (the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to the specific provisions regarding Antitrust Filings set forth in Section 9.02 and the Subscription Agreements set forth in Section 9.15, on the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties (other than the Seller Representative) agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, the Transactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article X to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and the taking of all steps as may be necessary to obtain an approvalfilings with Governmental Entities, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, if any); (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 5.05(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Schedule 9.05 of the Company Disclosure Letter; (v) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Legal Proceedings challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger Governmental Entity vacated or reversed; and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Acquiror, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time any event or circumstance relating to either Trust Agreement (the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, shall cooperate with the other parties and use (and shall cause each of its their respective Subsidiaries to, use its to use) their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, the Transactions, including (i) cooperation in the preparation preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of the Offer Documentsinformation, the Schedule 14D-9 applications and other documents (including any actions required or recommended filings related theretounder applicable Antitrust Laws), (ii) obtaining obtain all necessary actions or non-actions, waiversapprovals, consents, clearances registrations, permits, authorizations and approvals other confirmations from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority or third party necessary, proper or advisable to consummate the Transactions, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger execute and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering deliver any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (iv) subject to Section 6.3, this Agreement. In addition, if at any time prior make solicitations and recommendations to the Effective Time any event or circumstance relating holders of Company Common Stock for purposes of causing the Minimum Condition to either be satisfied, including, upon Parent’s request, preparing with Parent and Merger Sub a joint presentation to RiskMetrics Group recommending this Agreement and the Companytransactions contemplated hereby, Parentincluding the Offer and the Merger. For purposes hereof, “Antitrust Laws” means the Sxxxxxx Act, as amended, the Purchaser or any of their respective subsidiaries should be discovered by the Company or ParentCxxxxxx Act, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9amended, the discovering party will promptly inform HSR Act, the Federal Trade Commission Act, as amended, all applicable Non-U.S. Antitrust Laws and all other party applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of such event monopolization or circumstancerestraint of trade or lessening of competition through merger or acquisition.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreementherein provided and applicable legal requirements, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actionsaction, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, as promptly as practicable, A-31 32 all things (not, in the case of the Company, inconsistent with the fiduciary duties of its Board of Directors) necessary, proper or advisable (i) under applicable Laws laws and regulations and otherwise to consummate ensure that the Offer, conditions set forth in Article VII are satisfied and to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, and to obtain as promptly as practicable all consents, waivers, approvals, authorizations or permits of, or registration or filing with or notification to (vany of the foregoing being a "Consent"), of any Governmental Entity, including, without limitation, under the HSR Act (it being agreed that Holdings shall cause to be taken all necessary action by the Fund, its control persons and Holdings' "ultimate parent entity" with respect to such Consents and the Company shall cause to be taken all necessary action by the Company Principals with respect to such Consents), (ii) publicly supporting this to obtain the consent of its independent auditors to the use of its historical opinion covering the financial statements to be included in the Registration Statement and (iii) to attempt to obtain third party consents mutually agreed to be desirable in connection with the Merger. (b) In furtherance of the foregoing, at the Closing, Holdings shall enter into the Registration Rights Agreement (and cause the Fund to enter into the Registration Rights Agreement) and Sporting and the Surviving Corporation shall enter into the consulting agreements referenced in Section 7.3(i). In addition, in connection therewith, it is agreed that Holdings may enter into a registration rights agreement with the Fund provided such agreement with the Fund shall not cause Holdings to be in breach of the Registration Rights Agreement or materially adversely effect the benefits to the Shareholders (as defined in the Registration Rights Agreement), thereunder. (c) Each party hereto shall promptly inform the other of any material communication from the United States Federal Trade Commission, the OfferDepartment of Justice, or any other Governmental Entity regarding any of the Merger and the other transactions contemplated by this Agreement. After consultation with the other party, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering such party will promptly inform the other party of make an appropriate response in compliance with such event or circumstance.request. Section 6.7

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions ----------------------- set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties will use its all reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicablehereby, including including: (ia) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (iiib) the obtaining of all necessary consents, approvals or waivers from third parties, ; (ivc) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement the Transaction Documents or the consummation of the Offertransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (d) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of the Transaction Documents. In connection with and without limiting the foregoing, the Canaan and Canaan's board of directors will: (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or the other transactions contemplated by this AgreementTransaction Documents; and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger or the Transaction Documents, (v) publicly supporting this Agreement, the Offer, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement, (vi) satisfying hereby may be consummated as promptly as practicable on the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions terms contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as Transaction Documents and otherwise to minimize the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party effect of such event statute or circumstanceregulation on the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and Parties shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate the Offer, and Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicableeffective, including (i) cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offermost expeditious anner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (vii) satisfying the Tender Offer Conditions taking of all acts reasonably necessary to cause the conditions in Article VIII to be satisfied as promptly as reasonably practicable; (ii) the obtaining of all reasonably necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the conditions making of all reasonably necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be reasonably necessary to the consummation of the Merger set forth in Article VII obtain an approval or waiver from, or to avoid a Legal Action by, any Governmental Entity; and (viiiii) executing the execution and delivering delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to connection with and without limiting the Effective Time any event or circumstance relating to either the Companyforegoing, Parent, the Purchaser or any of their respective subsidiaries should be discovered by Merger Sub and the Company or Parentshall as promptly as reasonably practicable, but in no event later than the tenth Business Day after the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement, as well as all filings required with Foreign Antitrust Authorities, and shall use their reasonable best efforts to take all other actions reasonably necessary to cause the case may be, which should be set forth in an amendment to expiration or termination of the Offer Documents or Schedule 14D-9, applicable waiting periods under the discovering party will promptly inform the other party of such event or circumstanceAntitrust Laws.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay, temporary restraining order, preliminary or the permanent injunction or order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreementof the Transaction Agreements. In additionconnection with and without limiting the foregoing, if at any time prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser Parent and their respective boards of directors shall (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any Transaction or this Agreement or any of their respective subsidiaries should other Transaction Agreement and (y) if any state takeover statute or similar Law becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be discovered consummated as promptly as practicable on the terms contemplated by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceTransaction Agreements.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) the taking of all steps as may be commercially reasonable acts necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 3.5(b) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent, Merger Sub I or Merger Sub II is a party that are not required for the operation of the Surviving Entity following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, Governmental Entity vacated or reversed; and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time any event or circumstance relating to either Trust Agreement (the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement and compliance with applicable Law and the other terms of this Agreement, each of the parties hereto shall, CPA:14 and shall cause each of its Subsidiaries to, CPA:12 agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under to fulfill all conditions applicable Laws to consummate the Offer, such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicablethe Transaction Documents, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, clearance waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemption from non-governmental third parties, (iviii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation execution and delivery of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and (iv) the consummation of the Sale of Assets and Special Distribution. In addition, if each of CPA:14 and CPA:12 agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time prior to after the Effective Time Time, any event further action is necessary or circumstance relating desirable to either carry out the Company, Parentpurpose of this Agreement, the Purchaser proper officers and directors of CPA:12 and CPA:14 shall take all such necessary action. From the date of this Agreement through the Effective Time, CPA:12 shall timely file, or any of their respective subsidiaries should cause to be discovered by filed, with the Company or Parent, as the case may be, which should SEC all CPA:12 SEC Documents required to be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceso filed.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.06), each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, and to satisfy all conditions to, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, the Transactions including without limitation: (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsPermits, waivers, consents, clearances and approvals actions or nonactions from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Authorities; (iiiii) the obtaining of all necessary consents, approvals consents or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII ; and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Stock Purchase and to fully carry out the purposes of, of this Agreement. In addition, if at any time prior Holdings shall take all action necessary to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by cause the Company or Parentto perform its obligations under this Agreement and to consummate the Transactions on the terms and conditions set forth in this Agreement. Each party hereto shall promptly inform the other parties hereto, as the case may be, which should be set forth in an amendment of any communication from any Governmental Authority regarding any of the Transactions. If any party hereto receives a request for additional information or documentary material from any Governmental Authority with respect to the Offer Documents Transactions, then it shall use reasonable best efforts to make, or Schedule 14D-9cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. No party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the discovering opportunity to attend and/or participate in such meeting. A party will promptly inform may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other party under this Section 5.06(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the recipient’s outside legal counsel and outside experts retained for purposes of any investigation or inquiry and shall not be disclosed by such event outside counsel or circumstanceoutside expert to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableAgreement, including (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreementincluding seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days of the Original Signing Date, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Effective Time Merger, and, in each case, to supply as promptly as practicable any event additional information and documentary material that may be formally or circumstance relating informally requested pursuant to either the CompanyAntitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. Notwithstanding anything to the contrary in this Agreement, Parent, the Purchaser neither MWV nor RockTenn shall be required to hold separate (including by trust or otherwise) or divest any of their respective subsidiaries should be discovered by its businesses or assets or enter into any consent decree or other agreement that would restrict it in the Company or Parentconduct of its business as heretofore conducted if such action is reasonably likely to have a material adverse effect on TopCo and its subsidiaries, taken as the case may bea whole, which should be set forth in an amendment after giving effect to the Offer Documents or Schedule 14D-9, Mergers and taking into account the discovering party will promptly inform total benefits expected to be realized by TopCo after completion of the other party of such event or circumstanceMergers.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoArticle VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all such reasonable steps as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement, any court or other Governmental Entity vacated or reversed and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, Proxim and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event or circumstance relating to either the CompanyMerger, Parent, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event or circumstanceLegal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Except as otherwise set forth herein, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Amalgamation and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using its reasonable best efforts to accomplish the following: (i) cooperation the taking of all acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VII to be satisfied (but not waived); (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and the taking of all steps as may be necessary to obtain an approvalfilings with Governmental Entities, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, if any); (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 3.5 of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 6.9(iv) of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger Governmental Entity vacated or reversed; and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to the Effective Time any event or circumstance relating to either Trustee substantially in the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment applicable form attached to the Offer Documents or Schedule 14D-9, Trust Agreement (the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing causing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay, temporary restraining order or preliminary injunction entered by this Agreementany court or other Governmental Entity vacated or reversed, and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, Credence and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event or circumstance relating to either the CompanyMerger, Parent, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Merger and the other party transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event or circumstanceLegal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as soon as possible following the date hereof, the Merger and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts in (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Entities, including any required action or non-action under the Antitrust Laws (the “Required Consents”) prior to the Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this AgreementGovernmental Entity vacated or reversed, (viv) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement, (v) refraining from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the Merger and (vi) unless there has been a Company Recommendation Change made in compliance with ‎Section 5.2(b) (in the case of the Company’s obligation to use its reasonable best efforts) or a Parent Recommendation Change made in compliance with this ‎Section 5.3(b) (in the case of Parent’s obligation to use its reasonable its best efforts), obtaining the Company Stockholder Approval and the Parent Shareholder Approvals. In additionfurtherance and not in limitation of the foregoing, each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, (ii) appropriate filings, if at any time prior are required, pursuant to foreign Antitrust Laws as promptly as practicable and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be formally or informally requested pursuant to the Antitrust Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the Antitrust Laws and the receipt of the Required Consents as soon as practicable. The parties agree that the use of “reasonable best efforts” in this ‎Section 6.3 shall include proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or actions that after the Effective Time any event or circumstance relating to either would limit the Company’s or Parent’s or its other subsidiaries’ or affiliates’ freedom of action or operations with respect to, Parentor its ability to retain, one or more of its or its subsidiaries’ businesses, product lines or assets, in each case (A) as may be required in order to avoid the Purchaser entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of their respective subsidiaries should preventing or materially delaying the consummation of the Transactions, (B) conditioned upon the consummation of the Merger and (C) unless such sale, divestiture, disposition, restriction or action would reasonably be discovered by expected to have, individually or in the aggregate, a Material Adverse Effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, or the Company or Parentand its subsidiaries, taken as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstancea whole (a “Regulatory Material Adverse Effect”).

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, party will use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doingdoing or causing to be done, all things necessary, proper or advisable under applicable this Agreement and Applicable Laws to consummate the Offer, and to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicablereasonably practicable after the date hereof, including (i) cooperation in the preparation preparing and filing of as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and Tax ruling requests and to obtain as promptly as practicable all Investor Necessary Consents, Alberto-Culver Necessary Consents, Sally Necessary Consents and New Sally Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer DocumentsTransactions (collectively, the Schedule 14D-9 “Required Approvals”) and any actions or filings related thereto, (ii) obtaining taking all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain all Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an approval, clearance or waiver from, or appropriate filing of a Notification and Report Form pursuant to avoid an action or proceeding by, any Governmental Entitythe HSR Act with respect to the Transactions as promptly as reasonably practicable after the date hereof, (iiiB) obtaining 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 (“Foreign Competition Laws”) and (C) all other necessary consentsfilings with other Governmental Entities relating to the Transactions, approvals and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to such Applicable Laws or waivers from third parties, (iv) defending any lawsuits by such authorities and to use its reasonable best efforts to cause the expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer, applicable waiting periods under the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger HSR Act and the receipt of the Required Approvals under such other transactions contemplated by this AgreementApplicable Laws or from such authorities as soon as reasonably practicable. Alberto-Culver (i) shall use its reasonable best efforts to obtain the consent or consents of third Persons referred to in, (vi) satisfying the Tender Offer Conditions and the conditions with respect to the consummation matter set forth on, Section 6.4(a) of the Merger set forth in Article VII Alberto-Culver Disclosure Schedule and (viiii) executing shall (x) indemnify, defend and delivering any additional instruments necessary to consummate hold harmless members of the transactions contemplated bySally Group from and against, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event pay or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parentreimburse, as the case may be, which should be such members for all Indemnifiable Losses (as defined in the Separation Agreement), as incurred or suffered by any such member based upon, arising out of or resulting from the matter set forth in an amendment Section 6.4(a) of the Alberto-Culver Disclosure Schedule and (y) take any and all actions necessary to ensure that the Offer Documents or Schedule 14D-9, obligations thereunder do not become obligations of any member of the discovering party will promptly inform the other party Sally Group and no assets of any such member are made subject to any Liens as a result of such event or circumstancematter, including extinguishing the obligations thereunder.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Transactions and the other transactions contemplated by this Agreement as soon as practicablehereby, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents referred to on Schedule 3.7(b) of the Company Disclosure Letter (ivit being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (d) the termination of each agreement set forth on Schedule 6.5 of the Company Disclosure Letter; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed; and (viif) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to the Effective Time Transfer Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require a Party to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject Prior to the terms Closing, Parent, Merger Sub and conditions set forth in this Agreement, each of the parties hereto shall, and Company shall cause each of its Subsidiaries to, use its their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Laws to consummate the Offer, and to consummate and make effective in the Merger and most expeditious manner possible the other transactions contemplated by this Agreement as soon as practicable, Transactions including (i) cooperation in the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoTransactions, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making satisfaction of all necessary registrations and filings and the taking of all steps as may be necessary other parties’ conditions to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entityconsummating the Transactions, (iii) obtaining taking all reasonable actions necessary consentsto obtain (and cooperation with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or waivers from third partiesfilings with any Governmental Entity responsible for or having jurisdiction over antitrust, (ivcompetition, trade regulation, foreign investment and/or national security or defense matters) defending required to be obtained or made by Parent, Merger Sub, the Company or any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement of their respective Subsidiaries in connection with the Transactions or the consummation taking of the Offer, the Merger or the other transactions any action contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (viiiv) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In additionAdditionally, if at each of Parent and the Company shall use all reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any time action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceClosing.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, Orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) that may be or become necessary for the execution and delivery of this Agreement and the taking performance of all steps as may be necessary its obligations pursuant to obtain an approvalthis Agreement and the Transaction Agreements (together with the filings in respect of the HSR Act pursuant to Section 7.6, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, “Regulatory Filings”); (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 4.5(b) of the Company Disclosure Letter; (iv) the termination of each agreement set forth on Section 7.9(iv) of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger Governmental Entity vacated or reversed; and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to the Effective Time any event or circumstance relating to either Trustee substantially in the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment applicable form attached to the Offer Documents or Schedule 14D-9, Trust Agreement (the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto‎Article 6 to be satisfied, (iib) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental EntityAction, (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties (it being understood that nothing herein shall require the Parties or any of their respective Affiliates to incur any liability or material expense in connection with obtaining any consent, approval or waiver), (ivd) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Action challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Authority vacated or reversed and (viie) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In addition, if at any time prior Notwithstanding anything herein to the Effective Time contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, including Section 8.02(b), each of the parties hereto Company and Parent shall, and each shall cause each of its Subsidiaries to, use its their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate the OfferMerger and other transactions contemplated hereby as promptly as practicable, (x) including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, (ii) obtaining as promptly as practicable and thereafter maintaining all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent and (iii) cooperating to the extent reasonable with the other parties hereto in their efforts to comply with their obligations under this Agreement, including in seeking to obtain as promptly as practicable any required Consents and (y) which includes contesting (which includes by litigation) any (i) action, suit, investigation or proceeding brought by any Governmental Authority in a federal, state or administrative court seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Merger or other transactions contemplated hereby or seeking damages or to impose any terms or conditions in connection with the Merger or (ii) Order that has been entered by a federal, state or administrative court that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or other transactions contemplated hereby or imposes any damages, terms or conditions in connection with the Merger or other transactions contemplated hereby. The parties understand and agree that Parent’s obligation to use its reasonable best efforts set forth in this Section 8.02(a) includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of restrictions on business operations and the entry into other commitments and limitations) to obtain the governmental approvals described in clauses (x), (y) and (z) of the first sentence of Section 8.02(b) to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby, so long as soon as practicablesuch actions would not have and would not reasonably be expected to have, including (i) cooperation individually or in the preparation and filing of the Offer Documentsaggregate, the Schedule 14D-9 and any actions a Regulatory Material Adverse Effect on Parent or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at any time prior to the Effective Time any event or circumstance relating to either on the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, shall cooperate with each other and use (and shall cause each of its their respective Subsidiaries to, use its to use) their respective reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, take or cause to be taken, taken all actions, and to promptly do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate the Offer, and Law to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable, including (i) cooperation in the preparation preparing and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining as promptly as reasonably practicable all documentation to effect all necessary actions or non-actionsnotices, waivers, reports and other filings and to obtain as promptly as reasonably practicable all consents, clearances registrations, approvals, permits and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver fromauthorizations necessary, or advisable to avoid an action or proceeding by, be obtained from any third party and/or any Governmental Entity, (iii) obtaining all necessary consents, approvals Entity in order to consummate the Mergers or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, including without limitation, those listed on Schedule 4.3(b) and 5.3(b). In furtherance and not in limitation of the foregoing, (vA) publicly supporting each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Subject Transactions as promptly as practicable and in any event within five (5) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Agreement, Section 7.9 necessary to cause the Offer, expiration or termination of the Merger applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and (B) each of the other parties hereto shall each use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to the Mergers or any of the transactions contemplated by this Agreement and (y) if any state takeover statute or similar Law becomes applicable to the Mergers or any of the transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments take all action necessary to consummate ensure that the Mergers are consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Mergers and any of the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In addition, if at any time prior The Earthbound Group and Buyer will each request early termination of the waiting period with respect to the Effective Time any event or circumstance relating to either Mergers under the CompanyHSR Act. All fees and expenses associated with notices, Parentreports and filings contemplated by this Section 7.9(a) shall be borne equally by Buyer, on the Purchaser or any of their respective subsidiaries should be discovered by one hand, and the Company or ParentEarthbound Group, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform on the other party of such event or circumstancehand.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (b) the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions and any other consents referred to on Schedule 3.4(b) of the Disclosure Schedules (it being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any Company Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (ivd) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including opposing and seeking to vacate or the reverse any appealable stay or preliminary injunction, or permanent injunction entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity; and (viie) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreement. In additionthe Transactions, if at any time prior which shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject Except where a different standard of efforts to be undertaken is expressly set forth in another Section or provision of this Agreement, upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, as soon as possible following the Merger date hereof, the Mergers and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts in (i) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities as set forth in Section 4.2(c) of the APP Disclosure Letter and Section 5.2(c) of the FHC Wisconsin Disclosure Letter (the “Required Consents”) prior to the applicable Effective Time, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver a Required Consent from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers waivers, and any necessary or appropriate financing arrangements, from third parties, (iviii) the contesting and defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the including seeking to have any stay or temporary restraining order entered by any court or other transactions contemplated by this AgreementGovernmental Entity vacated or reversed, (viiv) satisfying the Tender Offer Conditions execution and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at and (v) refraining from taking any time prior action that would reasonably be expected to impede, interfere with, prevent or materially delay the Effective Time any event or circumstance relating to either consummation of the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceMergers.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement Agreement, including using reasonable best efforts to accomplish the following: (a) the taking of all acts necessary to cause the conditions to Closing to be satisfied as soon promptly as practicable, including (ib) cooperation in the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, by any Governmental EntityAuthority, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties, (ivd) defending the avoidance of impediments under any lawsuits merger control, trade regulation or other legal proceedings, whether judicial or administrative, challenging Law that may be asserted by any Governmental Authority with respect to this Agreement or the consummation of the Offer, and the Merger or the and other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and hereby necessary to enable the conditions to the consummation of the Merger set forth in Article VII Closing to be satisfied as promptly as practicable and (viie) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the first sentence of this Section 6.03, each of the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if at any time prior state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement 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 Merger and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or anything else to the Effective Time contrary in this Agreement, nothing shall be deemed to require Parent to (A) agree to, or proffer to, divest or hold separate any event assets or circumstance relating to either any portion of any business of Parent or any of its Subsidiaries or, assuming the Companyconsummation of the Merger, the Company or any of its Subsidiaries, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Parent, the Purchaser Company, the Surviving Corporation or any of their respective subsidiaries should be discovered by the Company or Parent, as the case Affiliates may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.carry

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicableTransactions, including (i) cooperation in the preparation observance of all applicable waiting periods and filing the obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iiiii) obtaining all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed and (viiiii) executing the execution and delivering delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In additionconnection with and without limiting the foregoing, if at any time prior the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Effective Time Transactions or this Agreement and (B) if any event state takeover statute or circumstance relating similar statute or regulation becomes applicable to either this Agreement, take all action necessary to ensure that the Company, Parent, Transactions may be consummated as promptly as practicable on the Purchaser or any of their respective subsidiaries should be discovered terms contemplated by this Agreement and otherwise to minimize the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party effect of such event statute or circumstanceregulation on the Transactions.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement as soon as practicableAgreement, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing causing of the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approvalavoid any suit, clearance or waiver fromclaim, or to avoid an action action, investigation or proceeding by, by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) (A) resolving any objections that may be raised by the FTC, the DOJ or a Specified Governmental Authority with respect to the Transaction, and (B) avoiding or eliminating every impediment under applicable antitrust laws that may be asserted by the FTC, the DOJ or a Specified Governmental Authority with respect to the Transaction, including making such reasonable undertakings as may be requested by the FTC, the DOJ and the Specified Governmental Authorities, the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, and seeking to have any stay, temporary restraining order or preliminary injunction entered by this Agreementany court or other Governmental Entity vacated or reversed or lifted, and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In additionconnection with and without limiting the foregoing, LTX-Credence and its Board of Directors shall, if at any time prior takeover statute or similar Legal Requirement is or becomes applicable to the Effective Time any event Holdco LTX-Credence Merger or circumstance relating to either the CompanyLTD LTX-Credence Merger, Parentas applicable, the Purchaser this Agreement or any of their respective subsidiaries should be discovered the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform Transaction and the other party transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such event or circumstanceLegal Requirement on the Transaction, this Agreement and the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents referred to on Schedule 3.05(b) of the Company Disclosure Letter; (ivd) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed; and (viie) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of SPAC, sending a termination letter to the Effective Time Exchange Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require SPAC or the Company to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties, shares capital and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (i) cooperation the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, Article VIII to be satisfied; (ii) the obtaining of all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) the taking of all steps as may be commercially reasonable acts necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 4.5(b) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Company following Closing, if and to the extent reasonably requested by the Company; (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, Governmental Entity vacated or reversed; and (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation execution or delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time any event or circumstance relating to either Trust Agreement (the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance“Trust Termination Letter”).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents referred to on Schedule 3.05(b) of the Company Disclosure Letter; (ivd) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed; and (viie) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of SPAC, sending a termination letter to the Effective Time Exchange Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require SPAC or the Company to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties, shares capital and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicableand the Collateral Agreements, including using reasonable best efforts to accomplish the following: (i) cooperation in the preparation and filing taking of all acts necessary to cause the Offer Documents, the Schedule 14D-9 and any actions or filings related theretoconditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, clearances consents and approvals from Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies, if any) and the taking of all steps as may be necessary to obtain an approval, clearance approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityBody, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreementany court or other Governmental Body vacated or reversed, (v) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, (vi) the implementation of the provisions of Section 5.5 in a manner that avoids the interruption of the provision of pay and employee benefits from and after the Closing Date, and (vii) the provision by Seller to Buyer of at least 60 days' advance notice of any material Benefit Plan changes that impact Employees. In addition, if at any time prior to the Effective Time any event or circumstance relating to either the Company, ParentFor purposes of this Section 5.7, the Purchaser reasonable best efforts of Buyer shall include Buyer's agreement to hold separate and divest any assets of the Business or any portion of their respective subsidiaries should be discovered by the Company or ParentBusiness that would not constitute a material portion of the assets and businesses of Buyer, its Subsidiaries and the Cable JV, taken as a whole, immediately following the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceClosing.

Reasonable Best Efforts. (ag) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, GWBI and shall cause each of its Subsidiaries to, Company agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and the other transactions contemplated by this Agreement as soon as most expeditious manner practicable, including (i) cooperation in the preparation and filing of the Offer DocumentsMerger, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (iii) obtaining all necessary consents, approvals or waivers from third parties, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Bank Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (vii) satisfying the Tender Offer Conditions and taking of all commercially reasonable acts necessary to cause the conditions to the consummation of the Merger precedent set forth in Article VII ARTICLE VI to be satisfied; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, Orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings with Governmental Entities (the “Requisite Regulatory Approvals”); (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals from Persons other than Governmental Entities and the making of all necessary registrations, declarations and filings with such Persons, if any, including without limitation, the approval by the trustees of HF Financial Capital Trust III, HF Financial Capital Trust IV, HF Financial Capital Trust V, and HF Financial Capital Trust VI, each a Delaware statutory trust organized for the purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of Company (the “Trusts”), of supplemental indentures 60 pursuant to which GWBI will assume the obligations of Company under the existing indentures and guarantees related to the Trusts; and (viiiv) executing and delivering any additional instruments the taking of all commercially reasonable steps as may be necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition, if at avoid any time prior to the Effective Time Action by any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceGovernmental Entity.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall, and shall cause each of its Subsidiaries to, Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement as soon as practicableTransactions, including using reasonable best efforts to accomplish the following: (ia) cooperation the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (b) the preparation and filing obtaining of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, (ii) obtaining all necessary actions or non-actions, waivers, consents, clearances approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiic) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including the Existing Credit Agreement Consent and any other consents referred to on Schedule 4.5(b) of the Company Disclosure Letter (ivit being understood, for the avoidance of doubt, that nothing herein shall require the Company in connection therewith to incur any liability or expense or subject itself, any of its Subsidiaries or the business of the foregoing to any imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their assets or properties); (d) the termination of each agreement set forth on Schedule 7.5(d) of the Company Disclosure Letter; (e) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the OfferTransactions, the Merger including seeking to have any stay or the temporary restraining order entered by any court or other transactions contemplated by this Agreement, (v) publicly supporting this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation of the Merger set forth in Article VII Governmental Entity vacated or reversed; and (viif) executing and delivering the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. In additionThis obligation shall include, if at any time prior on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Effective Time Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company to agree to any event or circumstance relating to either the Company, Parent, the Purchaser divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective subsidiaries should be discovered by assets, properties and capital stock, or the Company incurrence of any liability or Parent, as the case may be, which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstanceexpense.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto Buyer and Seller shall, and shall cause each of its Subsidiaries their respective Affiliates to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable under applicable Laws to consummate the Offer, and to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicableand the Ancillary Agreements to occur at the Closing, including (i) cooperation in the preparation preparing and filing of with any Governmental Entity all consents, approvals, waivers, authorizations, notices and filings necessary or appropriate to consummate the Offer Documents, transactions contemplated by this Agreement and the Schedule 14D-9 and any actions or filings related theretoAncillary Agreements to occur at the Closing, (ii) obtaining all necessary actions or non-actionsusing reasonable best efforts to provide, and causing its respective Affiliates to use reasonable best efforts to provide, such information and documents to Governmental Entities as such Governmental Entities may request in connection with such consents, approvals, waivers, consentsauthorizations, clearances notices and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entityfilings, (iii) obtaining using reasonable best efforts to obtain all necessary consents, approvals approvals, non-disapprovals, waivers, authorizations or waivers from third partiesconfirmations of any Governmental Entity necessary or appropriate to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to occur at the Closing, (iv) defending if required, using reasonable best efforts to secure the expiration or termination of any lawsuits or other legal proceedingsapplicable waiting period under the HSR Act, whether judicial or administrativein each case, challenging this Agreement or including the consummation of Buyer Governmental Approvals and the Offer, the Merger or the other transactions contemplated by this Agreement, Seller Governmental Approvals; and (v) publicly supporting this Agreement, the Offer, the Merger execution and the other transactions contemplated by this Agreement, (vi) satisfying the Tender Offer Conditions and the conditions to the consummation delivery of the Merger set forth in Article VII and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated byby this Agreement to occur at the Closing and any other transactions to be performed or consummated by such party or its Affiliates at the Closing in accordance with, and to fully carry out fully the purposes of, this Agreement. In addition, if at any time prior to Agreement and the Effective Time any event or circumstance relating to either the Company, Parent, the Purchaser or any of their respective subsidiaries should be discovered by the Company or ParentAncillary Agreements, as applicable. Within ten (10) Business Days following the case may bedate hereof, which should be set forth Xxxxx’s board of directors and/or its duly authorized designee shall make a determination in an amendment good faith as to whether the Offer Documents fair market value of the portion of the Purchased Assets that are non-exempt for purposes of the HSR Act is equal to, less than or Schedule 14D-9greater than $119,500,000 in the aggregate and Buyer, no later than ten (10) days following the discovering party will promptly inform the other party date hereof, shall deliver to Seller written notice of such determination (such notice, in the event of a determination of a fair market value of $119,500,000 or circumstanceless, a “Negative HSR Notice” and in the event of a determination of a fair market value greater than $119,500,000, an “Affirmative HSR Notice”). If Xxxxx delivers an Affirmative HSR Notice, then a filing under the HSR Act to secure the expiration or termination of any applicable waiting period under the HSR Act shall be deemed to be required hereunder, and if Xxxxx delivers a Negative HSR Notice, then such a filing shall be deemed to not be required hereunder.