Common use of Commercially Reasonable Efforts; Further Assurances Clause in Contracts

Commercially Reasonable Efforts; Further Assurances. (a) Each Investor, severally but not jointly, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consents.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement and applicable law, severally but not jointly, and Parent, each of the parties shall cooperate with each other act in good faith and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, and to do do, or cause to be done done, all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointlythe parties shall, and Parent, undertakes and agrees to file (or shall cause their respective Affiliates Subsidiaries to, and the parties shall use commercially reasonable efforts to filecause their (and their respective Subsidiaries') directors, as applicableofficers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any event prior court by any Person; and (v) take any and all reasonable steps necessary to fifteen (15) Business Days after the date hereofavoid or eliminate every impediment under any antitrust, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investorcompetition, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate or trade regulation law that is asserted by any Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) Entity with respect to the Collective Transactions promptly after Merger so as to enable the date consummation of this Agreement and shall supply the Merger to occur as promptly expeditiously as practicable possible. Prior to such making any application to or filing with a Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information Entity or documentation and to all inquiries and requests received from any other Governmental Authority entity in connection with Consentsthis Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts; Further Assurances. (a1) Each InvestorSubject to the terms and conditions of this Agreement and applicable law, severally but not jointly, and Parent, each of the parties shall cooperate with each other act in good faith and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, and to do do, or cause to be done done, all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointlythe parties shall, and Parent, undertakes and agrees to file (or shall cause their respective Affiliates Subsidiaries to, and the parties shall use commercially reasonable efforts to filecause their (and their respective Subsidiaries') directors, as applicableofficers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any event prior court by any Person; and (v) take any and all reasonable steps necessary to fifteen (15) Business Days after the date hereofavoid or eliminate every impediment under any antitrust, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investorcompetition, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate or trade regulation law that is asserted by any Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) Entity with respect to the Collective Transactions promptly after Merger so as to enable the date consummation of this Agreement and shall supply the Merger to occur as promptly expeditiously as practicable possible. Prior to such making any application to or filing with a Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information Entity or documentation and to all inquiries and requests received from any other Governmental Authority entity in connection with Consentsthis Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, and Parent, shall cooperate with each other and of the parties to this Agreement will use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessary, proper necessary or advisable desirable under all applicable Contracts Laws and Legal Requirements regulations to consummate the transactions contemplated by this Agreement as promptly as is reasonably possible. Sellers and Buyers each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyers good and marketable title to the Purchased Assets. The Sellers shall use commercially reasonable efforts, at the Sellers’ own expense, to obtain any Consent required under Section 3.04. The Buyers agree to cooperate reasonably with the Sellers in obtaining such Consents. To the extent that the Sellers and the Buyers are unable to obtain any such Consents prior to the Closing (such consents, the “Post-Closing Consents”), each of the Sellers and the Buyers, respectively, shall use commercially reasonable efforts to make effective the Collective Transactions as soon as practicable, including preparing and filing or obtain (or cause to be made or obtained) as promptly as practicable all documentation Post-Closing Consents. Buyers and Sellers each agree to effect all necessary noticesuse commercially reasonable efforts to assist the other in the collection of accounts receivables that are related to the Business and are outstanding as of the Closing Date. In addition, reports and other filings and to obtain as promptly as practicable all waiversshould the parties not have effected a change in the legal name of the Sold Companies contemporaneous with the Closing, consents, registrations, approvals, permits and authorizations necessary or advisable Buyer shall cause the legal name of each Sold Company to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to changed as “Consents”) and to lift any injunction or other legal bar to soon as commercially reasonable following the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file Closing (or cause their respective Affiliates to filethe China Transfer or Malaysia Transfer, as applicable) to a legal name not using the word “Teradyne” or “TCS”, except as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form permitted under the HSR Act with Intellectual Property Assignment Agreement. For purposes of this Agreement, the United States Federal Trade Commission (the term “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but commercially reasonable efforts” shall not jointly, and Parent, agrees be deemed to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS require any Person to pay or commit to pay any amount to (or cause their respective Affiliates to make such filings, as applicableincur any obligation in favor of) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that Person from whom any consent or waiver may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to required (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information other than nominal filing or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consentsapplication fees).

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, Buyer and Parent, shall cooperate with each other and Seller will use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessary, proper necessary or advisable desirable under all applicable Contracts and Legal Requirements Applicable Laws to consummate and make effective the Collective Transactions as soon as practicabletransactions 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, reports petitions, statements, registrations, submissions of information, applications and other filings documents and to obtain as promptly as practicable (ii) obtaining and maintaining all waiversapprovals, consents, registrations, approvalspermits, permits authorizations and authorizations necessary or advisable other confirmations required to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction that are necessary, proper or other legal bar to the transactions contemplated hereby in order advisable to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection by this Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consentsthe transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company and each Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement; provided, however, that such action shall not include any requirement of Buyer, Seller or any of their respective Affiliates (including the Company and the Subsidiaries) to expend money (other than incidental fees and expenses), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third Person.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorUpon the terms and subject to the conditions set forth in this Agreement, severally but not jointly, and Parent, each Party shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective its commercially reasonable efforts to take take, or cause to be taken taken, all actions, and to do 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 all applicable Contracts and Legal Requirements Law to consummate and make effective effective, in the Collective Transactions most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Related Agreement. Each Party shall use its commercially reasonable efforts to (i) as soon promptly as practicable, including preparing obtain all Approvals necessary to *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filing filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as promptly as practicable amended. consummate the transactions contemplated by this Agreement and by the Related Agreement, (ii) make all documentation to effect all necessary noticesfilings required by applicable Law required in connection with the authorization, reports execution and other filings delivery of this Agreement by the Company and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits Parent and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the consummation by them of the transactions contemplated hereby in order to consummate and by the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such ConsentsRelated Agreement, including CMS consent fees and expert consultant feesthe Merger, shall (iii) furnish all information required for any application or other filing to be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable made pursuant to any inquiries received from such Governmental Authorities for additional information Law or documentation and to all inquiries and requests received from any other applicable Regulations of any Governmental Authority in connection with Consentsthe Merger and the other transactions contemplated by this Agreement and the Related Agreement, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company, (A) make proposals, execute, agree or consent to or carry out agreements or submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including the Surviving Corporation, and other Subsidiaries of Parent or any of their Affiliates, or the Company or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including the Surviving Corporation, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company) or (y) any limitation on the business activities of the Company which, in the judgment of Parent in its sole discretion, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company, or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law governing competition, monopolies or restrictive trade practices. None of the Parties hereto will take any action which would result in any of the representations or warranties made by such Party pursuant to Article 4 or Article 5, as the case may be, (1) if qualified or limited by materiality (including the words “material” or “Material Adverse Effect”), becoming untrue or inaccurate in any respect or (2) if not so qualified or limited, becoming untrue or inaccurate in any material respect.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorUpon the terms and subject to the conditions set forth in this Agreement, severally but not jointly, and Parent, each party hereto shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, and to do do, or cause to be done done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective effective, in the Collective Transactions most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Related Agreements. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall use commercially reasonable efforts to (i) as soon promptly as practicable, obtain all Approvals and deliver all notices (including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (hereinafter referred to as “ConsentsHSR Act”) and others referred to lift in Section 3.6 hereof and any injunction or other legal bar referred to in Section 3.6 of the transactions contemplated hereby in order Company Disclosure Schedule) necessary to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred by this Agreement and the Related Agreements, (ii) make all filings under applicable Law required in connection with obtaining such Consentsthe authorization, including CMS consent fees execution and expert consultant fees, shall delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and (iii) furnish all information required for any application or other filing to be borne made pursuant to any Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by Parentthis Agreement and the Related Agreements. HSR filing fees shall be borne by Parent. Without limiting In furtherance and not in limitation of the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, party shall make an appropriate filing of a Notification and Report Form under pursuant to the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each InvestorAct, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions transactions contemplated by this Agreement as promptly after as practicable following the date of this Agreement (and the parties shall use reasonable efforts to make such filing within ten (10) days after the date hereof). In addition, each party shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees pursuant to the HSR Act (and subject to cause their respective Affiliates toSection 6.3(c) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consentsbelow).

Commercially Reasonable Efforts; Further Assurances. (a) Each Investor, severally but not jointly, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “"Consents”") and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “"FTC”") and the Antitrust Division of the United States Department of Justice (the “"Antitrust Division”"). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consents.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, Seller and Parent, shall cooperate with each other and Purchaser will use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) desirable under applicable laws and to lift any injunction or other legal bar to the transactions contemplated hereby in order regulations to consummate the transactions contemplated hereby by this Agreement. Seller and Purchaser agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as promptly as practicablemay be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. All costs incurred in connection with obtaining such ConsentsFollowing the Closing, including CMS consent fees Seller and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, Purchaser agree to cooperate and Parent, undertakes use their commercially reasonable efforts to enable a smooth and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division complete transfer of the United States Department Acquired Operations as of Justice (the “Antitrust Division”)Closing Date as contemplated hereunder. Each Investor, severally but not jointly, and Parent, agrees Such cooperation includes Purchaser's agreement to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) promptly pay invoices received by Seller with respect to goods ordered by Seller prior to the Collective Transactions promptly after Closing Date in the date ordinary course of this Agreement business for delivery to the Facility following the Closing Date, without duplication of any purchase price adjustment pursuant to Section 2.6. In the event that Purchaser identifies Intellectual Property owned by Seller and shall supply used or necessary for the operation of the Acquired Operations as promptly operated as practicable of the Closing Date that has not been licensed to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each InvestorPurchaser under the Intellectual Property License Agreement, severally but not jointly, and Parent, then Seller agrees to amend the Intellectual Property License Agreement to include the license of such Intellectual Property to Purchaser thereunder. In addition, in the event that Purchaser identifies an asset, other than intellectual property, necessary to operate the Acquired Operations as operated as of the Closing Date that is not included in the Acquired Assets transferred to the Purchaser at the Closing, Seller shall transfer any such assets to Purchaser at the net book value of such assets, subject to the limitations set forth in Section 2.6(a)(iv) relating to the Fixed Assets. In addition, to the extent that Purchaser identifies (i) a service or maintenance contract that covers one or more items of the Fixed Assets but no other assets of Seller or any of Seller's subsidiaries, or (ii) a service contract relating solely to the Acquired Operations, but no other operations of the Seller or any of Seller's subsidiaries and such contract is transferable by Seller to Purchaser at no cost to Seller, then Seller shall take commercially reasonable efforts to cause their respective Affiliates to) respond as promptly as practicable such contract to any inquiries received from such Governmental Authorities for additional information or documentation and be assigned to all inquiries and requests received from any other Governmental Authority in connection with ConsentsPurchaser.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, and Parent, shall cooperate with each other and party hereto will use (and shall cause their respective Affiliates to use) their respective its commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessary, proper or advisable necessary under all applicable Contracts Applicable Laws and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order regulations to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consentsby any Transaction Document to which Seller, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (Parent or cause their respective Affiliates to filePurchasers, as applicable) as soon as practicable, is party, including to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Interests to Purchasers pursuant to this Agreement. Following the Closing, Purchasers, Seller, and Parent agree to (i) execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously the transactions contemplated by any event prior Transaction Document, (ii) perfect, protect, more fully evidence, vest and maintain in Purchasers good, valid and marketable rights and interests in and to fifteen the Purchased Interests free and clear of all Liens, other than Liens in favor of Purchasers pursuant to the Transaction Documents or Liens granted by Purchasers, (15iii) Business Days after the date hereofcreate, a Notification evidence and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”perfect each of Purchaser’s back-up security interests granted pursuant to Section 2.01(e) and the Antitrust Division of first priority security interests granted pursuant to the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointlySecurity Agreements, and Parent(iv) enable Purchasers to exercise or enforce any of Purchaser’s rights under any Transaction Document to which Seller or Purchaser as applicable, agrees to make appropriate filings with all appropriate Governmental Authoritiesis party, including insurance regulatorsfollowing the Closing Date (which, other competition authorities and CMS (for purposes of clarity, shall not limit or cause their respective Affiliates otherwise affect in any manner Seller’s or Parent’s rights or remedies or entitlement to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities exercise or enforce those rights or remedies under any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with ConsentsTransaction Document).

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, and Parent, each party shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessarynecessary or desirable under applicable Laws, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to implement expeditiously each of the transactions contemplated hereby by this Agreement. In furtherance and not in order limitation of the foregoing, to consummate the extent required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make required filing or application under Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as reasonably practicable to such Governmental Authorities any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. In furtherance and not in connection therewith. Each Investorlimitation of the foregoing, severally but not jointlyto the extent required by the Oklahoma Department of Insurance, and Parent, each party hereto agrees to (and make required filing or application required by the Oklahoma Department of Insurance with respect to cause their respective Affiliates to) respond the transactions contemplated hereby, which shall include filing a Form A, as promptly as practicable (but no later than 30 days after the date of this Agreement) and to supply as promptly as reasonably practicable any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries documentary material that may be requested by the Oklahoma Department of Insurance. Each of Buyer and requests received from any other Governmental Authority the Company shall, in connection with Consentsthe efforts referenced in this Section 8.4 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and its outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement in order to transfer all of the Equity Interests to Buyer and to vest in Buyer good, valid and marketable title to the Equity Interests, free and clear of all Liens.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointlyeach Seller Party and Purchaser shall, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to use) to, use their respective commercially reasonable best efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things reasonably necessary, proper or advisable under all applicable Contracts and Legal Requirements Law to consummate and make effective the Collective Transactions Transactions, including, as soon as practicableto each Seller Party, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, reports petitions, statements, registrations, submissions of information, applications and other filings documents, and to obtain as promptly as practicable all waiversconsents and authorizations, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third for such party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicableby this Agreement; provided that Seller Parties shall not make any filings, notices, petitions, statements, registrations, submissions of information, applications or other documents which contain confidential information regarding Purchaser or its Affiliates without Purchaser’s prior written consent. All costs incurred in connection with obtaining Each of the Seller Parties and Purchaser agree that, from time to time before and after the Closing Date, they will execute and deliver, or use commercially reasonable best efforts to cause their other respective Affiliates to execute and deliver such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointlyfurther instruments, and Parenttake, undertakes and agrees to file (or cause their respective Affiliates to filetake, such other action, as applicable) as soon as practicable, may be reasonably necessary to carry out the purposes and in any event prior to fifteen (15) Business Days after the date hereof, a Notification intents of this Agreement. From and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investoruntil the Closing, severally but not jointlythe Seller Parties, on the one hand, and ParentPurchaser, agrees on the other hand, shall promptly, upon having or gaining knowledge of any event, condition or fact that would cause any of the conditions in this Agreement not to be fulfilled, notify the other thereof, and furnish the other with any information it (or they) may reasonably request with respect thereto. Seller Parties shall cooperate with Purchaser following the date of this Agreement to deliver to Purchaser all documents and information reasonably requested by Purchaser with respect to cause their respective Affiliates to) respond as promptly as practicable the Properties, including the Development Properties (including any applicable organizational documents for the owners thereof). Promptly following the date hereof, Seller Parties shall deliver to any inquiries received from such Governmental Authorities Purchaser true, correct and complete copies of all organizational documents for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consentsthe Property Owners.

Commercially Reasonable Efforts; Further Assurances. (a) Each Investor, severally but not jointly, The Company and Parent, Parent shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “"Consents”") and to lift any injunction or other legal bar to the transactions contemplated hereby Transactions in order to consummate the transactions contemplated hereby Transactions as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, fees shall be borne equally by the Company and Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, of the Company and Parent, Parent undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “"FTC”") and the Antitrust Division of the United States Department of Justice (the “"Antitrust Division”"). Each Investor, severally but not jointly, and Parent, agrees to party hereto shall make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement, including without limitation regarding the novation of the Company CMS Agreement and shall supply as promptly as practicable to such Governmental Authorities CMS and/or any other competition authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, of the Company and Parent, agrees to Parent shall (and to shall cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities the FTC, the Antitrust Division or CMS for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consents. Parent shall provide to the Company and MHRx copies of any application or other communication, which references the Company, MHRx or any member of MHRx, to Governmental Authorities in connection with this Agreement in advance of filing or submission thereof, and Parent shall provide the Company and MHRx a reasonable opportunity to comment upon and modify any such reference as to such Persons. Parent's consent to accepting such comment or modification shall not be unreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, and Parent, each Party shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective its commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other Parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, and to cause the conditions to the Merger set forth in Article II to be satisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) obtain all necessary actions, nonactions, waivers, consents, approvals, registrations, permits, orders, expirations, terminations of waiting periods and other confirmations from any Governmental Entity that are or may become necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective in connection with the Collective Transactions as soon as practicableconsummation of the transactions contemplated by this Agreement, including preparing the Merger prior to the Effective Time, (ii) the preparation and filing as promptly as practicable making of all documentation to effect all necessary registrations, filings, forms, notices, reports petitions, statements, submissions of information, applications and other documents (including filings and to obtain with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) the taking of all steps as promptly as practicable all waiversmay be necessary, consents, registrations, approvals, permits and authorizations necessary proper or advisable to be obtained from CMS and/or obtain an approval from, or to avoid an Action by, any other Governmental Authority Entity or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to person in connection with the consummation of the transactions contemplated hereby by this Agreement, including the Merger; (iv) the defending of any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed; (v) avoid an Action or proceeding by any Governmental Entity, and (vi) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement. The Parties hereto execute and deliver such other documents, certificates, agreements and other writings and take such other actions as promptly as practicable. All costs incurred may be necessary or desirable in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, order to consummate or implement expeditiously each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of transactions contemplated by this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with ConsentsAgreement.

Commercially Reasonable Efforts; Further Assurances. (a) Each Investor, severally but not jointly, The Company and Parent, Parent shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all things necessary, proper or advisable under all applicable the Company Material Contract set forth on Section 5.5(a) of the Company Disclosure Letter (the “Section 5.5 Contract”), Parent Material Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority (with respect to such Legal Requirements) or other third party (with respect to the Section 5.5 Contract and the Parent Material Contracts) (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby Transactions in order to consummate the transactions contemplated hereby Transactions as promptly as practicable, including, without limitation, taking the actions set forth on Section 5.5(a) of the Company Disclosure Letter. All Except in respect of obtaining Consents under the Section 5.5 Contract, all costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant feesfees shall be borne equally by the Company and Parent (which amount, in the case of the Company, shall constitute a Seller Transaction Expense). HSR filing fees with respect to the Notification and Report Form under the HSR Act required to be filed by Parent shall be borne by Parent. HSR filing fees with respect to the Notification and Report Form under the HSR Act required to be filed by APSLP or the Company shall be borne by Parentthe Company and shall constitute a Seller Transaction Expense. Without limiting the foregoing, each Investor, severally but not jointly, of the Company and Parent, Parent undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to party hereto shall make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities, insurance and health maintenance organization licensing authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities insurance and health maintenance organization licensing authorities and/or any other competition authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, of the Company and Parent, agrees to Parent shall (and to shall cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities the FTC, the Antitrust Division or insurance and health maintenance organization licensing authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consents. The parties shall provide each other with copies of any application or other communication, which references any party (or any limited partner of APSLP), to Governmental Authorities and/or the counterparty to the Section 5.5 Contract in connection with this Agreement in advance of filing or submission thereof, and each party shall provide the other parties a reasonable opportunity to comment upon and modify any such reference as to such Persons. The consent of the party making such application or other communication to accepting such comment or modification shall not be unreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorSubject to the terms and conditions of this Agreement, severally but not jointly, and Parent, each Party shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective its commercially reasonable efforts to take take, or cause to be taken taken, all actions, actions and to do do, or cause to be done done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other Parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, and to cause the conditions to the Merger set forth in Article II to be satisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) obtain all necessary actions, nonactions, waivers, consents, approvals, registrations, permits, orders, expirations, terminations of waiting periods and other confirmations from any Governmental Entity that are or may become necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective in connection with the Collective Transactions as soon as practicableconsummation of the transactions contemplated by this Agreement, including preparing the Merger prior to the Effective Time, (ii) the preparation and filing as promptly as practicable making of all documentation to effect all necessary registrations, filings, forms, notices, reports petitions, statements, submissions of information, applications and other documents (including filings and to obtain with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) the taking of all steps as promptly as practicable all waiversmay be necessary, consents, registrations, approvals, permits and authorizations necessary proper or advisable to be obtained from CMS and/or obtain an approval from, or to avoid an Action by, any other Governmental Authority Entity or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to person in connection with the consummation of the transactions contemplated hereby by this Agreement, including the Merger; (iv) the defending of any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed; (v) avoid an Action or proceeding by any Governmental Entity, and (vi) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement. The Parties hereto execute and deliver such other documents, certificates, agreements and other writings and take such other actions as promptly as practicable. All costs incurred may be necessary or desirable in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, order to consummate or implement expeditiously each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”)transactions contemplated by this Agreement. Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consents.56

Commercially Reasonable Efforts; Further Assurances. (a) Each Investor, severally but not jointly, The Company and Parent, Parent shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby Transactions in order to consummate the transactions contemplated hereby Transactions as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, fees shall be borne equally by the Company and Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, of the Company and Parent, Parent undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to party hereto shall make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date of this Agreement, including without limitation regarding the novation of the Company CMS Agreement and shall supply as promptly as practicable to such Governmental Authorities CMS and/or any other competition authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, of the Company and Parent, agrees to Parent shall (and to shall cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities the FTC, the Antitrust Division or CMS for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with Consents. Parent shall provide to the Company and MHRx copies of any application or other communication, which references the Company, MHRx or any member of MHRx, to Governmental Authorities in connection with this Agreement in advance of filing or submission thereof, and Parent shall provide the Company and MHRx a reasonable opportunity to comment upon and modify any such reference as to such Persons. Parent’s consent to accepting such comment or modification shall not be unreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Each InvestorUpon the terms and subject to the conditions set forth in this Agreement, severally but not jointlyeach Party shall use its Commercially Reasonable Efforts to take, and Parent, shall cooperate with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take or cause to be taken taken, all actions, and to do 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 all applicable Contracts and Legal Requirements Laws to consummate and make effective effective, in the Collective Transactions most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. Each Party shall use its Commercially Reasonable Efforts to (i) as soon promptly as practicable, including preparing and filing as promptly as practicable obtain all documentation to effect all Approvals necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consentsby this Agreement and the Related Agreements, (ii) make all filings required by applicable Law, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each Investor, severally but not jointly, and Parent, undertakes and agrees to file (or cause their respective Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (FTC or the “FTC”) DOJ or under any applicable Foreign Competition Laws, required in connection with the authorization, execution and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each Investor, severally but not jointly, and Parent, agrees to make appropriate filings with all appropriate Governmental Authorities, including insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to make such filings, as applicable) with respect to the Collective Transactions promptly after the date delivery of this Agreement by the Company and shall supply as promptly as practicable Parent and the consummation by them of the transactions contemplated hereby, including the Merger, (iii) furnish all information required for any application or other filing to such Governmental Authorities be made pursuant to the HSR Act, any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to (and to cause their respective Affiliates to) respond as promptly as practicable to any inquiries received from such Governmental Authorities for additional information applicable Foreign Competition Law or documentation and to all inquiries and requests received from any other Law or any applicable Regulations of any Governmental Authority in connection with Consentsthe Merger and the other transactions contemplated by this Agreement and the Related Agreements, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company, any Principal Shareholder or any Subsidiary of the Company, (A) make proposals, execute, agree or consent to or carry out agreements or submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including the Surviving Corporation, and other Subsidiaries of Parent or any of its Affiliates, the Company or its Subsidiaries or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including the Surviving Corporation, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the judgment of Parent in its sole discretion, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company and its Subsidiaries, or (B) otherwise take any step to avoid or eliminate any impediment which may be asserted or requested under any Law governing competition, monopolies or restrictive trade practices. None of the Parties hereto will take any action which results in any of the representations or warranties made by such Party pursuant to Articles IV or V, as the case may be, (i) if qualified or limited by materiality (including the words “material” or “Material Adverse Effect”), becoming untrue or inaccurate in any respect or (ii) if not so qualified or limited, becoming untrue or inaccurate in any material respect.