Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to (and shall cause each of their respective Affiliates to) promptly take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to promptly do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective, as promptly as practicable, effective the Offer and Merger Mergers and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periodsperiods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations registrations, notices, notifications, petitions, applications, reports and other and filings and the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers Consents from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger Mergers and the other transactions contemplated hereby by this Agreement (including the Voting Trust), or seeking to prohibit or delay the Closing and (viv) the execution and delivery of any additional instruments reasonably necessary necessary, proper or advisable to consummate consummate, and to fully carry out the purposes of the transactions contemplated herebyby this Agreement; provided, however, that in no event shall either the Company or Parent or any of its their respective Subsidiaries be required to pay prior to the Board Appointment Date First Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval Consent required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject Each of the Company and HK shall, and the Company shall cause each of its Subsidiaries to, use commercially reasonable efforts to take all actions and do all things necessary to consummate and make effective the terms and transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in this AgreementArticle 5). In furtherance and not in limitation of the foregoing, each of the parties hereto Company and HK shall, and the Company shall cause each of its Subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to facilitate prompt consummation of the transactions contemplated by this Agreement. In addition, each of HK and the Company will use its commercially reasonable best efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to take(i) comply as promptly as practicable with all governmental requirements applicable to the transactions contemplated by this Agreement, including the making of all filings necessary or to cause to be taken, all actions, to file, or cause to be filed, all documents proper under applicable laws and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement, as promptly as practicableincluding, but not limited to, the Offer Proxy Statement or other foreign filings and Merger any amendments to any thereof and the other transactions contemplated hereby, including (iii) the obtaining of obtain promptly all necessary actions or nonactionsconsents, waivers, consents, clearances, approvals, and expirations authorizations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearancepermits of, or waiver from, registrations or filings with or notifications to avoid an action or proceeding by(any of the foregoing being a "Consent"), any Governmental Entity, (ii) the obtaining of all Entity necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or transactions contemplated by this Agreement (except for such Consents the Merger. No party hereto shall take any action that failure of which to obtain would reasonably be expected to not prevent or materially delay or impede the receipt consummation of any necessary actions or nonactionsthe Merger). Subject to the Confidentiality Agreement, waivers, consents, clearances, approvals, HK and expirations or terminations of waiting periods, including the Company Approvals shall furnish to one and other such necessary information and reasonable assistance as HK or the Parent Approvals, from Governmental EntitiesCompany may reasonably request in connection with the foregoing.

Efforts. (a) Subject From the date hereof until the earlier of the Closing and the date that this Agreement is terminated pursuant to Section 8.1, the Investors and the Company shall to the terms extent required (i) promptly file any and conditions set forth in this Agreement, each all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective1976, as promptly as practicable, amended (the Offer and Merger and “HSR Act”) with respect to the other transactions contemplated hereby, including and use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) the obtaining of all necessary actions use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or nonactionsconsents, permits, authorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, including the Company Approvals and the Parent Approvals, from any other Governmental Entities in connection with the execution and the making delivery of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and the consummation of the Offer transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iii) use commercially reasonable efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (iv) promptly inform the Merger other party of any substantive meeting, discussion, or communication with any Governmental Entity (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect of any filings, investigation or inquiry concerning the transactions contemplated herein, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat; (v) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate the Closing and the other transactions contemplated hereby hereby; and (v) the execution vi)to obtain all necessary permits, consents, orders, approvals and delivery of authorizations of, or any additional instruments reasonably necessary exemption by, all third Persons required to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals by this Agreement and the Parent Approvals, from Governmental EntitiesStockholders Agreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof, including including, without limitation, (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of waiting periods, the other transactions contemplated by this Agreement (including the Company Approvals financing thereof) and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approvalall such waiting period expirations or terminations, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesclearances, (iii) the giving of noticewaivers, if requiredlicenses, under real property leasesregistrations, (iv) the defending of any lawsuits or other legal proceedingspermits, whether judicial or administrativeauthorizations, challenging this Agreement or the consummation of the Offer or the Merger orders and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapprovals; provided, however, that efforts in no connection with the Financing and the Required Indebtedness, other than notices and applications with State Regulators required in connection with the Financing and the Required Indebtedness, shall be governed by Section 7.11 and not this Section 7.3. In furtherance and not in limitation of the foregoing, each party hereto agrees (A) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event shall within 40 calendar days after the Company execution of this Agreement, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or any termination of its Subsidiaries be the applicable waiting periods under the HSR Act as soon as practicable, (B) to file all applications required to pay prior be filed with the FCC within 40 calendar days after the execution of this Agreement, (C) to file all notices and applications with State Regulators within 30 Business Days after the Board Appointment Date execution of this Agreement, (D) to file timely notices, submissions, draft agreements and amendments, or agreement termination proposals with the Team Telecom Agencies and DSS, (E) to file in a timely manner all notifications and filings required under any feeforeign antitrust laws, penalties including, if applicable the EUMR, as promptly as practicable, (F) to file, as promptly as practicable, all appropriate filings, notices, applications, agreement termination proposals, or other consideration to any third party similar notifications or documents required or advisable in order to obtain any consent or approval required for the consummation such approvals of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactionsTeam Telecom Agencies, waivers, consents, clearances, approvalsDSS, and expirations or terminations of waiting periodsany other Government Entity as required under applicable industrial security regulations and (G) make all filings required under applicable foreign investment regulations, including including, if Parent determines appropriate after consultation with the Company Approvals and the Parent ApprovalsCompany, from Governmental Entitiesto CFIUS.

Efforts. (a) Subject to the terms and conditions of this Agreement, following the date hereof, each Party shall use its commercially reasonable efforts to cause the Closing to occur as soon as practicable thereafter. Following the date hereof, each of Seller and Purchaser shall not, and shall not permit any of their respective Affiliates to, take any action that would, or that would reasonably be expected to, result in any of the conditions set forth in Article IV not being satisfied. This Section 9.01 shall not, and shall not be deemed to, restrict or prohibit Seller or Purchaser in any way whatsoever from exercising any and all rights and remedies available to it under this Agreement or any of the Other Acquisition Documents. Each of Seller and Purchaser shall cooperate with the other Party and its employees, legal counsel, accountants and other representatives and advisers in connection with the steps required to be taken as part of their respective obligations under this Agreement, ; and each of them shall, at any time and from time to time after the parties hereto shall use its Closing, upon the reasonable best efforts to takerequest of the other, or to cause to be takendo, all actionsexecute, to fileacknowledge and deliver, or cause to be fileddone, executed, acknowledged and delivered, all documents such further acts, deeds, assignments, transfers, conveyances, receipts, acknowledgments, acceptances and assurances as may be reasonably required (without incurring unreimbursed expense) to do, or to cause to be donesatisfy and perform the obligations of such party hereunder, and to assist and allow Purchaser to cooperate with accomplish the other parties Intended Use of Zuplenz in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and Territory after the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesClosing.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Offer, the Top-Up Option or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Offer, the Top-Up Option or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesAuthorities.

Efforts. From the date hereof until the earlier of the Closing and the date that this Agreement is terminated pursuant to Section 6.1, the Investors and the Company shall (ai) Subject promptly file any and all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including and use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (iii) promptly make an appropriate filing under the obtaining competition or merger control laws of all necessary actions other jurisdictions as may be required for the consummation of the transactions contemplated hereby, and use commercially reasonable efforts to obtain a decision from the appropriate regulatory authorities allowing the consummation of the transactions contemplated hereby; (iii) use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or nonactionsconsents, permits, authorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (iv) use commercially reasonable efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (v) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information or as necessary to preserve attorney-client privilege) in respect of any filings, investigation or inquiry concerning the transactions contemplated herein, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat and (vi) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate the Closing and the other transactions contemplated hereby, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of taking all necessary registrations and filings and the taking of all steps such further action as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of noticeresolve such objections, if requiredany, under real property leasesas the United States Federal Trade Commission, (iv) the defending Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any lawsuits other nation or other legal proceedings, whether judicial jurisdiction or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary person may assert under Law with respect to consummate the transactions contemplated hereby; provided. Notwithstanding the foregoing, howevernothing in this Agreement shall be deemed to require the Investors or any of their Affiliates, that in no event shall or the Company, to enter into any agreement with any Governmental Entity or to consent to any authorizations, consents, approvals of governments and governmental agencies requiring the Investors or any of their Affiliates, or the Company, to hold separate or divest, or to restrict the dominion or control of, any of its assets or businesses or any of the stock, assets or business of the Investors, the Company or any of its Subsidiaries be required their Affiliates. The Company shall reimburse the Investors for all filing fees incurred by the Investors with respect to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation all filings contemplated by this Section 4.3 within five (5) Business Days of the Offer or date each such fee is paid by the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesInvestors.

Efforts. (a) Subject to the terms and conditions set forth in this Agreementhereof, each of the parties hereto Party shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file(a) consummate the transactions contemplated by this Agreement as promptly as practicable and (b) obtain, or cause to be filedobtained, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consentsauthorizations, clearances, approvals, and expirations or terminations of waiting periods, clearances, consents and approvals required to be obtained (including under the Company Approvals HSR Act and the Parent Approvals, Antitrust Laws of any other jurisdiction) from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals Authorities or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) parties in connection with the execution and delivery of any additional instruments reasonably necessary to consummate this Agreement and the consummation of the transactions contemplated hereby; provided, however, that in no event . The “commercially reasonable efforts” of (i) Company shall not require any of the Company Group or its Representatives to expend any money to remedy any breach of its Subsidiaries be required to pay prior to the Board Appointment Date any feerepresentation or warranty hereunder, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement, other than de minimis administrative fees or fees for which Parent agrees to be responsible, or to provide financing to Parent for consummation of the Merger. No party hereto transactions contemplated by this Agreement; and (ii) Parent and Merger Sub shall take not require any action that would reasonably be expected of Parent or Merger Sub, or any of their respective Representatives, to prevent or materially delay or impede the receipt expend any money to remedy any breach of any necessary actions representation or nonactionswarranty hereunder or to obtain any consent required for consummation of the transactions contemplated by this Agreement, waivers, consents, clearances, approvals, other than de minimis administrative fees and expirations or terminations any fees required to be paid by any member of waiting periods, including the Company Approvals and the Parent Approvals, from Group under applicable Law in order for the consent of the relevant Governmental EntitiesAuthority to be obtained.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof and in any event no later than the Termination Date, including using reasonable best efforts to accomplish the following as soon as practicable and in any event no later than the Termination Date (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of waiting periods, including the Company Approvals other transactions contemplated by this Agreement and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approvalall such waiting period expirations or terminations, clearanceconsents, or waiver fromclearances, or to avoid an action or proceeding bywaivers, any Governmental Entityexemptions, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (iiA) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the obtaining of all necessary consents, approvals or waivers from third parties, (iii) HSR Act with respect to the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby as promptly as practicable, and in any event within ten (10) Business Days after the execution of this Agreement, unless otherwise agreed to by the parties, and to substantially comply as promptly as practicable with any “second request” for additional information and documentary material under the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (vB) Parent agrees to file or cause to be filed within 45 days following the execution and delivery of any additional instruments this Agreement “Form A” statements or equivalent change of control applications (or, as reasonably necessary to consummate determined by Parent, “Form A” exemption requests or equivalent exemption requests) with the transactions contemplated herebyinsurance commissioners or regulators or departments of health or other Governmental Entities in each jurisdiction where required by applicable Law; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration extent that subsequent to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt filing of any necessary actions such “Form A” exemption request or nonactionsequivalent exemption request it becomes reasonably apparent that such exemption request is reasonably unlikely to be granted in a timely manner, waiversParent shall, consentsas promptly as reasonably practicable thereafter, clearances, approvals, withdraw such exemption request and expirations file in substitution thereof a “Form A” statement or terminations equivalent change of waiting periods, including control application with the Company Approvals and the Parent Approvals, from applicable Governmental EntitiesEntity.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be donedone promptly, and to assist and to cooperate with the each other parties in doing, all things necessary, proper or advisable under Law to consummate and make effective, as promptly as practicable, effective the Offer and Merger Mergers and the other transactions contemplated herebyby this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make appropriate filings of a Notification and Report Form pursuant to the HSR Act, including (ix) any required filings by the obtaining Company with respect to any Management Business Sale and (y) any required filings by the Company and Parent with respect to the Acquisition Merger without giving effect to a Management Business Sale, and any other filings pursuant to applicable Regulatory Laws with respect to the transactions contemplated hereby, which filings shall be made promptly, but in no event later than ten (10) Business Days after the date hereof (in the case of all necessary actions the filing pursuant to clause (y)), or nonactionsten (10) Business Days after the date the Company enters into a definitive agreement (in the case of the filing pursuant to clause (x)), waiversand as promptly as practicable after the date hereof with respect to any filing pursuant to other applicable Regulatory Laws, (ii) to use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Effective Date with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Effective Date from, Governmental Authorities or any other Person in connection with the execution and expirations or terminations delivery of waiting periodsthis Agreement, and the consummation of the Mergers, any Management Business Sale and the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvalsany such consents, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps approvals, permits or authorizations as may be necessary to avoid a material Violation of any Specified Contract, (B) timely completing all necessary documentation and related forms or paperwork as may be required for all such filings, and (C) timely making all such filings to obtain an approvalall consents, clearanceapprovals, or waiver frompermits and authorizations, or (iii) to avoid an action or proceeding byfurnish promptly to the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations, and submissions of information to any Governmental EntityAuthority, including any filings under the Regulatory Laws, (iiiv) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the obtaining of HSR Act or any other applicable Regulatory Laws and (v) to use reasonable best efforts to take or cause to be taken all necessary other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers from third parties, (iii) and to cause the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior applicable waiting periods with respect to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or Mergers and any Management Business Sale under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede other applicable Regulatory Laws as promptly as practicable and in any event no later than the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesEnd Date.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable advisable, including under applicable Law, to cause the conditions to the Merger set forth in Article VIII to be satisfied and to consummate and make effective, as promptly as practicable, the Offer and Merger Combination and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof, including by (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents, and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations, necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Combination or any of waiting periods, including the Company Approvals other transactions contemplated by this Agreement; and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary necessary, subject to the limitations in this Section 7.3, to obtain an approval, clearance, all such waiting period expirations or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversterminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the execution of this Agreement, and expirations to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or terminations termination of the applicable waiting periodsperiods under the HSR Act, including the Company Approvals and the Parent Approvals, from Governmental Entitiesas soon as practicable.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate (as defined in Section 251(h) of the DGCL) and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation (as defined in Section 251(h) of the DGCL) of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in this Agreementherein provided for, and subject to Section 6.10 hereof, each of the parties hereto shall agrees to use its reasonable best efforts to take, or to cause to be taken, all actionsappropriate action, and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement, including using its reasonable best efforts to obtain all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, each of the Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable, practicable in order to facilitate prompt consummation of the transactions contemplated by the Offer and Merger this Agreement. In addition, each of Parent, the Purchaser and the Company will use its reasonable best efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other transactions contemplated hereby, including to (i) comply as promptly as practicable with all governmental requirements applicable to the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, transactions contemplated by the Offer and expirations or terminations of waiting periodsthis Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all filings necessary registrations or proper under applicable laws and regulations to consummate and make effective the transactions contemplated by the Offer and this Agreement, including, but not limited to, cooperation in the preparation and filing of the Offer Documents, the Schedule 14D-9 and any actions or filings related thereto, the Proxy Statement or other foreign filings and the taking of any amendments to any thereof, and (ii) obtain promptly all steps as may be necessary to obtain an approvalconsents, clearancewaivers, approvals, authorizations or permits of, or waiver from, registrations or filings with or notifications to avoid an action or proceeding by(any of the foregoing being a "Consent"), any Governmental Entity, (ii) the obtaining of all Entity necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the transactions contemplated by the Offer and this Agreement. Subject to the Confidentiality Agreement, Parent and the Company shall furnish to one and other (and to the Purchaser) such necessary informa- tion and reasonable assistance as Parent, the Purchaser or the MergerCompany may reasonably request in connection with the foregoing. No party hereto shall take In addition, if at any action that would reasonably time prior to the Effective Time any event or circumstance relating to either the Company or Parent or the Purchaser or any of their respective subsidiaries, should be expected to prevent discovered by the Company or materially delay or impede Parent, as the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvalscase may be, and expirations which should be set forth in an amendment to the Offer Documents or terminations Schedule 14D-9, the discovering party will promptly inform the other party of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiessuch event or circumstance.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be fileddone, all documents things necessary, proper or advisable under applicable Law to consummate and to domake effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement, or to cause to be doneincluding (i) preparing and filing, and to assist and to cooperate in consultation with the other parties Parties, as promptly as reasonably practicable with any Governmental Authority or other Third Party all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party, in doingeach case, all things that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or effective the Merger and the other transactions contemplated hereby by this Agreement (whether or not such approvals, consents, registrations, permits, authorizations and (v) other confirmations are conditions to the execution and delivery consummation of any additional instruments reasonably necessary the Merger pursuant to consummate the transactions contemplated herebyArticle VIII); provided, howevernotwithstanding anything in this Agreement to the contrary, that nothing in no event this Agreement shall require (or be deemed to require) Parent or any of its Affiliates to agree to or accept (nor shall the Company or any of its Subsidiaries be required Subsidiaries, without Parent’s prior written consent, agree to pay prior to the Board Appointment Date or accept) any feeobligation, penalties restriction, requirement, limitation, divestiture, condition, remedy or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action imposed by a Governmental Authority that would reasonably be expected to prevent result in a material adverse effect on the financial condition, properties, assets and liabilities (considered together), business or materially delay results of operation of the Surviving Corporation (assuming the consummation of the Merger) and its Subsidiaries, taken as a whole (any such obligation, restriction, requirement, limitation, divestiture, condition, remedy or impede the receipt of any necessary actions or nonactionsother action, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesa “Burdensome Condition”).

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doingand use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (unless, all things necessarywith respect to any action, proper or advisable another standard of performance is expressly provided for herein) to promptly (i) cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as promptly as reasonably practicable, the Offer and Merger and the other transactions contemplated herebyTransactions, including (i) the obtaining preparing and filing promptly and fully all documentation to effect all necessary, proper or advisable filings, notices, petitions, statements, registrations, declarations, submissions of all necessary actions or nonactionsinformation, waiversapplications, consents, clearances, approvals, reports and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or waivers from third partiesparty necessary, proper or advisable to consummate the Transactions, (iii) execute and deliver any additional instruments necessary to consummate the giving of notice, if required, under real property leases, Transactions and (iv) the defending of defend or contest in good faith any lawsuits Action brought by any Person (including any Governmental Authority) or other legal proceedingsany Judgment that could otherwise prevent or impede, whether judicial interfere with, hinder or administrative, challenging this Agreement or delay in any material respect the consummation of the Offer or Transactions, in the Merger case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, declarations, submissions of information, applications, reports and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provideddocuments, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversapprovals, consents, clearancesregistrations, approvalspermits, authorizations and expirations other confirmations or terminations matters relating to Antitrust Laws or Investment Screening Laws, which are dealt with in Sections 5.03(c) and (d) below. Notwithstanding the foregoing, nothing in this Section 5.03(a) shall require any party to make any concessions (as opposed to those matters dealt with in Sections 5.03(c) and (d) below, which are not the subject of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesthis Section 5.03(a)).

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of Parent (and the parties hereto Parent Subsidiaries) and the Company (and the Company Subsidiaries) shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effectivethe Transactions, including the Merger, as promptly soon as practicable, practicable after the Offer date hereof (and Merger and in any event by the other transactions contemplated herebyOutside Date), including (i) preparing and filing or otherwise providing, in consultation with the obtaining of other Party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable (and in any event by the Outside Date) all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and expirations authorizations necessary or terminations of waiting periodsadvisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transactions, including the Company Approvals Merger, and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary, subject to the limitations in this Section 6.2, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each Party, as applicable, agrees to (x) make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to obtain an approvalcause the expiration or termination of the applicable waiting period under the HSR Act as soon as reasonably practicable (and in any event by the Outside Date) and (y) make all other necessary filings under any applicable Regulatory Law as promptly as reasonably practicable, clearanceand to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any Regulatory Laws. Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub or any of their respective Subsidiaries shall be required to, and the Company may not, and not permit any Company Subsidiary to, without the prior written consent of Parent, become subject to, consent to, or waiver fromoffer or agree to, take or commit to take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing or (B) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing (unless, within such clause (B), such restriction, requirement or limitation shall have no material impact on the Company, the Surviving Company, Parent, Merger Sub or any Subsidiary of any of the foregoing or the Transactions); provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or to avoid an otherwise take any action or proceeding bywith respect to, any Governmental Entitysuch requirement, (ii) condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the obtaining of all necessary consents, approvals Company or waivers from third parties, (iii) the giving of noticeCompany Subsidiaries in the event the Closing occurs. Further, if requiredany Action, under real property leasesincluding any proceeding by a private party, is instituted (ivor threatened) the defending of any lawsuits challenging or other legal proceedingsseeking to restrain, whether judicial prohibit or administrative, challenging this Agreement or place conditions on the consummation of the Offer Transactions, including the Merger, or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedownership or operation by Parent, however, that in no event shall the Company or any of its their respective Subsidiaries of all or any portion of their respective businesses as presently conducted and as currently proposed to be required conducted, Parent (and the Parent Subsidiaries) and the Company (and the Company Subsidiaries) shall use their reasonable best efforts to pay prior to the Board Appointment Date any feedefend or contest, penalties including through litigation or other consideration to means, any third party to obtain any consent objection to, or approval required for Actions challenging, the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvalsTransactions, and expirations to have vacated, lifted, reversed or terminations 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 waiting periodsthe Transactions, including the Company Approvals and the Parent Approvals, from Governmental EntitiesMerger.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 5.5(b)), each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties party in doing, all things that are necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including under any Material Contract as may be necessary in order to consummate the obtaining Merger and the other transactions contemplated hereby (and Company and Parent shall cooperate in seeking any other consents, approvals or waivers from third parties under any other Contract if the parties determine that doing so is necessary or desirable in connection with the consummation of the Merger and the other transactions contemplated by this Agreement), (ii) obtain all necessary required actions or nonactions, waivers, consents, clearances, approvals, orders and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings and the taking of take all steps as may be necessary to obtain an approval, clearance, approval 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 within the time periods specified thereunder (ii) or, if such time period is not specified, within a reasonable time, except that with respect to the obtaining making of all necessary consentsthe appropriate filing of a Notification and Report Form pursuant to the HSR Act, approvals or waivers from third the parties shall make such filing within 10 Business Days of the date hereof, unless otherwise agreed to by the parties), (iii) resist, contest or defend any Action (including administrative or judicial Actions) challenging the giving Merger or the completion of noticethe transactions contemplated hereby, if requiredincluding seeking to have vacated, under real property leaseslifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including by pursuing avenues of administrative and judicial appeal, and (iv) execute and deliver any additional instruments necessary to consummate the defending transactions contemplated hereby and fully to carry out the purposes of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or without the consummation prior written consent of the Offer other party. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and Company shall have the right to review in advance, and to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby by this Agreement. In exercising the foregoing rights, each of Parent and (v) Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the execution and delivery instructions of any additional instruments Governmental Entity, Company and Parent shall keep each other reasonably necessary apprised of the status of matters relating to consummate the completion of the transactions contemplated hereby; provided, howeverincluding promptly furnishing the other with copies of notices or other written communications received by Company or Parent, that in no event shall as the Company case may be, or any of its Subsidiaries be required their respective Subsidiaries, from any Governmental Entity and/or third party with respect to pay prior such transactions, and, to the Board Appointment Date extent practicable under the circumstances, shall consult with the other party in advance of, and provide the other party and its counsel with the opportunity to attend and participate in, any feemeeting with any Governmental Entity in respect of any filing, penalties investigation or other consideration inquiry in connection with the transactions contemplated hereby at which substantive matters are to be discussed. Notwithstanding the foregoing, Parent will determine strategy, lead all proceedings and coordinate all activities with respect to seeking any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversactions, consents, clearances, approvalsapprovals or waivers of any Governmental Entity or third party as contemplated hereby, and expirations Company and its Subsidiaries will use its commercially reasonable efforts to take such actions as reasonably requested by Parent in connection with obtaining any such actions, consents, approvals or terminations of waiting periods, including the waivers; provided that Parent will in good faith consider any views or input provided by Company Approvals and the Parent Approvals, from Governmental Entitieswith respect to such matters.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Merger Sub shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions (if any) as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, and in any event not later than three (3) Business Days prior to the Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the obtaining Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement in the case of this clause (B), only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made, which determination has been made for each item set forth on Section 5.5(a) of the Company Disclosure Letter, (iv) cause the satisfaction of all conditions within its control set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, nonappealable Order, (vi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) prepare and file as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Merger or the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of (viii) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals, clearanceand (ix) as promptly as reasonably practicable after the date hereof, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of make all necessary consentsfilings, approvals or waivers from third partiesand thereafter make any other required submissions, (iii) the giving of noticeand pay any fees due in connection therewith, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging with respect to this Agreement or the consummation of the Offer or and the Merger and the required under any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapplicable Law; provided, however, that in no event shall anything in this Section 5.5(a) require, or be construed to require, the Company Company, Parent, Merger Sub or any of its Subsidiaries be required their respective affiliates, or permit the Company, Parent, Merger Sub or any of their respective affiliates, to pay prior (A) undertake any efforts, or to the Board Appointment Date any fee, penalties take or other consideration consent to any third party action, if such efforts, action or consent, individually or in the aggregate, would result in a Company Material Adverse Effect, (B) take any actions, including the actions described in this Section 5.5(a), with respect to obtain Parent, its affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements in connection with obtaining approvals from any consent Governmental Entity or approval required for (C) take or agree to take any action with respect to its business or operations in connection with obtaining approvals from any Governmental Entity unless (in the consummation case of this clause (C)) the effectiveness of such agreement is conditioned upon the occurrence of the Offer or the MergerClosing. No party hereto to this Agreement shall take consent to any action that delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement. Parent and Merger Sub shall not, except as may be consented to in advance in writing by the Company, directly or indirectly through one or more of its affiliates, acquire any Person or material assets thereof or interest therein, if such acquisition would reasonably be expected to cause a delay beyond the Outside Date or prevent or materially delay or impede the receipt consummation of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations the Merger on the terms of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesthis Agreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate the Offer, the Share Exchange and make effectivethe other Transactions, including preparing and filing as promptly as practicablepracticable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Offer, the Offer and Merger Share Exchange and the other transactions contemplated herebyTransactions. In furtherance and not in limitation of the foregoing, including each party hereto agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, HSR Act and expirations or terminations of waiting periods, including any other applicable Antitrust Law with respect to the Company Approvals and Transactions as promptly as practicable but in no event more than five (5) Business Days after the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entitydate hereof, (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the obtaining of all necessary consents, approvals HSR Act or waivers from third parties, any other applicable Antitrust Law and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer or applicable waiting periods with respect to the Merger and approval of the other transactions contemplated hereby and (v) Offer, the execution and delivery of any additional instruments reasonably necessary to consummate Share Exchange under the transactions contemplated herebyapplicable Antitrust Laws; provided, howeverthat nothing contained in this Agreement shall obligate Purchaser: (a) to dispose, that in no event shall transfer or hold separate, or cause any of its Affiliates to dispose, transfer or hold separate any material assets or operations, or to commit or to cause any of the Company or the Subsidiaries to dispose of any material assets; (b) to discontinue or cause any of its Affiliates to discontinue offering any product or service, or to commit to cause any of the Company or the Subsidiaries to discontinue offering any product or service; or (c) to make or cause any of its Affiliates to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of any of the Company or the Subsidiaries, and the Company shall not agree, commit or consent to any of such restrictions with respect to itself or any of its Subsidiaries be required to pay without the prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any written consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesPurchaser.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its commercially reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as promptly as practicable, the Offer and Merger Amalgamation and the other transactions contemplated herebyby this Agreement and the Amalgamation Agreement as soon as practicable after the date hereof, including including, without limitation, (i) preparing and filing, in consultation with the obtaining of other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Amalgamation or any of waiting periods, including the Company Approvals other transactions contemplated by this Agreement or the Amalgamation Agreement and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approvalall such waiting period expirations or terminations, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesclearances, (iii) the giving of noticewaivers, if requiredlicenses, under real property leasesregistrations, (iv) the defending of any lawsuits or other legal proceedingspermits, whether judicial or administrativeauthorizations, challenging this Agreement or the consummation of the Offer or the Merger orders and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapprovals; provided, however, that efforts in no event connection with the Financing and the Required Refinancing Indebtedness shall be governed by Section 7.12 and not this Section 7.3. In furtherance and not in limitation of the Company or any foregoing, each party hereto agrees to make an appropriate filing of its Subsidiaries be required to pay prior a Notification and Report Form pursuant to the Board Appointment Date HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any feeevent within 20 Business Days after the execution of this Agreement, penalties and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or other consideration to any third party to obtain any consent or approval required for the consummation termination of the Offer or applicable waiting periods under the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesHSR Act as soon as practicable.

Efforts. (a) Subject to the terms and conditions set forth in this Agreementherein provided, Purchaser and Sellers shall each of the parties hereto shall use its reasonable best efforts to promptly take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective, effective as promptly as practicable, practicable after the Offer and Merger and date hereof the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing as promptly as practicable all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, including the Company Approvals “Governmental Approvals”) and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the (ii) as promptly as practicable taking of all steps as may be necessary to obtain an approvalall such Governmental Approvals. In furtherance and not in limitation of the foregoing, clearance, or waiver from, or each Party agrees to avoid an action or proceeding by, any Governmental Entity(A) make all submissions and filings under the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (iiB) the obtaining of make all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of other required filings pursuant to other any lawsuits applicable Law or other legal proceedingsrestraint designed to govern competition, whether judicial trade regulation, or administrativeforeign investment or to prohibit, challenging this Agreement restrict or regulate actions with the consummation purpose or effect of monopolization or restraint of trade (collectively, the Offer or “Antitrust Laws”) with respect to the Merger and the other transactions contemplated hereby as promptly as practicable, and (vC) not extend any waiting period under the execution and delivery HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any additional instruments reasonably necessary other Governmental Entity not to consummate the transactions contemplated hereby; providedby this Agreement, howeverexcept with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information or documentation that in no event shall may be requested pursuant to the Company HSR Act or any of other Antitrust Law and use its Subsidiaries be required reasonable best efforts to pay prior take all other actions necessary, proper or advisable to cause the Board Appointment Date any fee, penalties expiration or other consideration to any third party to obtain any consent or approval required for the consummation termination of the Offer or applicable waiting periods under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesother Antitrust Law as soon as possible.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its (and shall cause their respective Subsidiaries and Affiliates to use) all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required (nor, without the prior written consent of Parent, shall the Company and its Subsidiaries be permitted) to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration (other than customary filing and notification fees with Governmental Entities and other nominal amounts) to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to the terms The Company, Parent and conditions set forth in this Agreement, each of the parties hereto Merger Sub shall use its reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions (if any) as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, and in any event not later than three (3) Business Days prior to the Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the obtaining Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement in the case of this clause (B), only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made, (iv) cause the satisfaction of all conditions within its control set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, nonappealable Order, (vi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) prepare and file as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Merger or the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of (viii) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals, clearanceand (ix) as promptly as reasonably practicable after the date hereof, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of make all necessary consentsfilings, approvals or waivers from third partiesand thereafter make any other required submissions, (iii) the giving of noticeand pay any fees due in connection therewith, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging with respect to this Agreement or the consummation of the Offer or and the Merger and the required under any other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyapplicable Law; provided, however, that in no event shall anything in this Agreement require, or be construed to require, the Company, Parent, Merger Sub or any of their respective affiliates, or permit the Company or any Company Subsidiary or any of its Subsidiaries be required their respective affiliates, to pay (A) undertake any efforts, or to take or consent to any action, including those described in this Section 5.4(a), if such efforts, action or consent, individually or in the aggregate, would result in a material adverse effect on the business, condition (financial or otherwise), assets or results of operations of the Company and the Company Subsidiaries, taken as a whole, prior to the Board Appointment Date Effective Time, (B) take any feeactions, penalties including the actions described in this Section 5.4(a), with respect to Parent, its affiliates or other consideration their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements or (C) take or agree to take any third party action with respect to obtain its business or operations in connection with obtaining approvals from any consent Governmental Entity, unless the effectiveness of such agreement or approval required for action is conditioned upon the consummation occurrence of the Offer or the MergerClosing. No party hereto to this Agreement shall take consent to any action that delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement. Parent and Merger Sub shall not, except as may be consented to in advance in writing by the Company, directly or indirectly through one or more of its affiliates, acquire any Person or material assets thereof or interest therein, if such acquisition would reasonably be expected to cause a delay beyond the Outside Date or prevent or materially delay or impede the receipt consummation of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesMerger.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby as soon as practicable after the date of this Agreement and in any event no later than the Termination Date, including using reasonable best efforts to accomplish the following as soon as practicable and in any event no later than the Termination Date: (vi) preparing and filing, in consultation with the execution other parties and delivery as promptly as practicable and advisable after the date of any additional instruments reasonably this Agreement, all documentation to effect all necessary to consummate the transactions contemplated hereby; providedapplications, howevernotices, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feepetitions, penalties or other consideration to any third party and filings and to obtain any consent as promptly as practicable all waiting period expirations or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversterminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated hereby, (ii) obtaining all such waiting period expirations or terminations terminations, consents, clearances, waivers, exemptions, licenses, registrations, permits, authorizations, orders and approvals and (iii) giving all notices and obtaining all consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations that are necessary or advisable to be given to or obtained from any third party other than a Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and in any event within fifteen (15) Business Days after the execution of this Agreement, unless otherwise agreed to by the parties, and to substantially comply as promptly as practicable with any “second request” for additional information and documentary material under the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods, including periods under the Company Approvals and the Parent Approvals, from Governmental EntitiesHSR Act as soon as practicable.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable after the date of this Agreement, including including, without limitation, (i) preparing and filing, in consultation with the obtaining other party and as promptly as practicable and advisable after the date of this Agreement, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations of waiting periodsadvisable to be obtained from any third party and/or any Governmental Entity, including but not limited to, FINRA, the Company Approvals NFA, the Financial Conduct Authority in the UK, the European Commission, Central Bank of Ireland, and the Parent Approvals, from Governmental Entities Japanese Financial Services Agency in order to consummate the Merger or any of the other transactions contemplated by this Agreement and the making of all necessary registrations and filings and the (ii) taking of all steps as may be necessary to obtain an approval, clearance, all such waiting period expirations or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waiversterminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to (w) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable, and expirations in any event within fifteen (15) Business Days after the execution of this Agreement, (x) make any filings in connection with any Regulatory Approvals as promptly as practicable, (y) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or terminations by any Governmental Entity under any Regulatory Law, and (z) take all other actions necessary to cause the expiration or termination of the applicable waiting periodsperiods under the HSR Act or obtain all Regulatory Approvals as soon as practicable. For the avoidance of doubt, including Parent shall be responsible for the Company Approvals and the Parent Approvals, from payment of all filing fees payable to any Governmental EntitiesEntity.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to (and shall cause each of their respective Affiliates to) promptly take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to promptly do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing set forth in Article 6 of this Agreement to be satisfied and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date of this Agreement and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, authorizations, permits, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periodsperiods (collectively, “Consents”), including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations registrations, notices, notifications, petitions, applications, reports and other filings and the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers Consents from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement (including the Voting Trust), or seeking to prohibit or delay the Closing and (viv) the execution and delivery of any additional instruments reasonably necessary necessary, proper or advisable to consummate consummate, and to fully carry out the purposes of the transactions contemplated herebyby this Agreement; provided, however, that in no event shall either the Company or Parent or any of its their respective Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval Consent required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of Parent and the parties hereto Company shall, and shall cause their respective Subsidiaries to use its reasonable best efforts (i) to take, or to cause to be taken, all actionsactions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Annex A and Article VII hereof, to fileconsummate the transactions contemplated by this Agreement, or cause including the Transactions, as promptly as practicable and (ii) to be filed, all documents and to do, or to cause to be done, and to assist obtain (and to cooperate with the other parties Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third Person which is required to be obtained by Parent or the Company or any of their respective Subsidiaries in doingconnection with the Transactions and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. Parent shall, and shall cause its Subsidiaries to, promptly take any and all things necessarysteps necessary to avoid or eliminate each and every impediment and obtain all consents under the HSR Act and any other applicable U.S. or foreign competition, proper antitrust, merger control or advisable investment Laws (together with the HSR Act, “Antitrust Laws”) that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the Parties to consummate and make effective, the Transactions as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the Offer and Merger sale or disposition of, or prohibition or limitation on the ownership or operation by Parent and the other transactions contemplated herebyCompany or any of their respective Subsidiaries of, including (i) the obtaining of all necessary actions such assets or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps businesses as may be necessary required in order to obtain an approval, clearance, or waiver fromavoid the entry of, or to avoid an effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Transactions. Further, and for the avoidance of doubt, Parent will take any and all actions necessary in order to ensure that (x) no requirement for any non-action by or consent or approval of the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding by, with respect to any Governmental Entity, Antitrust Laws and (iiz) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of no other matter relating to any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Antitrust Laws would preclude consummation of the Offer or the Merger and by the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesOutside Date.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicableand to satisfy all conditions to, the Offer and Offer, the Merger and the other transactions contemplated herebyhereby and to cause Merger Sub to purchase the Shares pursuant to the Offer on the earliest possible date following the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, including (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the other transactions contemplated hereby (iv) the taking of all actions reasonable and necessary to obtain the Debt Financing and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. Notwithstanding anything set forth in this Agreement, howeverunder no circumstances shall Parent or Merger Sub be required, that and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent in no event shall its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or any of its their respective Subsidiaries be required pursuant to pay prior to this Section 6.6 or otherwise in connection with obtaining the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary foregoing actions or nonactions, waivers, clearances, permits, consents, clearances, approvals, expirations, terminations and expirations authorizations of third parties or terminations of waiting periodsGovernmental Entities, including that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or the Company Approvals and its Subsidiaries (including after the Parent ApprovalsClosing Date, from Governmental Entitiesthe Surviving Company and its Subsidiaries) taken as a whole, in each case measured on a scale relative to the Company and its Subsidiaries taken as a whole (a “Materially Burdensome Condition”); provided that, if requested by Parent, the Company will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of Buyer, Holdings and the parties hereto Seller shall use its their respective commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Offer and Merger and the other transactions contemplated herebyContemplated Transactions, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities Consents and the making of all necessary registrations filings, registrations, or declarations, specified in Section 4.5 and filings Section 5.4 and the taking of all necessary steps as may be necessary to obtain an approval, clearance, or waiver from, or such Governmental Consents and to avoid an action or proceeding by, any Governmental Entitymake such registrations, (iib) the obtaining of all necessary consents, approvals or waivers from from, and the provision of notices to third parties, (iii) the giving of notice, if required, under real property leases, (ivc) the defending of any lawsuits or other legal proceedingsLitigations, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Contemplated Transactions, including, seeking to have any stay, temporary restraining order or the Merger and the other transactions contemplated hereby injunctive relief or Order entered by any court or other Governmental Authority vacated or reversed, and (vd) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyContemplated Transactions and to fully carry out the purposes of this Agreement; provided, howeverthat such efforts shall not require agreeing to any obligations or accommodations (financial or otherwise) binding on Buyer, the Seller or Holdings in the event the Closing does not occur. Without limiting the foregoing, none of the Parties shall take or agree to take any action that could reasonably be expected to result in no event any of the conditions set forth in Article VII not being satisfied or to impair, prevent or delay the consummation of the Contemplated Transactions. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require the Company Buyer or any of its Subsidiaries be required Affiliates to pay prior (or to the Board Appointment Date offer to): (i) consent to any fee, penalties Order or other consideration to any third party to obtain any consent or approval required agreement providing for the consummation sale, licensing or other disposition, or the holding separate of, or other limitations or restrictions on, particular assets, categories of assets or lines of business of the Offer Companies or the Merger. No party hereto shall Buyer or any of its Affiliates, (ii) effect any disposition, licensing or holding separate of assets or lines of business, (iii) terminate any existing relationships and contractual rights and obligations or (iv) take any action that would reasonably be expected limits the Buyer’s (or any of its Affiliates’) freedom of action with respect to prevent any of the assets or materially delay business of the Buyer or impede any of its Affiliates or the receipt Companies, or their ability to retain any of any necessary actions their assets or nonactions, waivers, consents, clearances, approvals, and expirations or terminations lines of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesbusiness.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Holdings, Parent and Merger Sub shall use its reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps by this Agreement as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entitypromptly as practicable, (ii) take all such actions as may be required to cause the obtaining expiration of all necessary consents, approvals or waivers from third partiesthe notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Holdings, Parent, Merger Sub or the giving Company, or any of noticetheir respective Subsidiaries to effect the Closing by not later than three (3) Business Days prior to the Outside Date, if requiredand to avoid any action or proceeding by any Governmental Entity (including those in connection with the pre-merger notification obligations of the HSR Act and the PRC Regulatory Approvals), under real property leasesin connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iv) cause the defending satisfaction of any all conditions set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, in each case until the issuance of a final, nonappealable Order, (vvi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the execution and delivery ability of any additional instruments reasonably necessary the parties to consummate the transactions contemplated hereby; provided, howeverin each case until the issuance of a final, that nonappealable Order, (vii) as promptly as practicable, make or cause to be made all necessary applications and filings, make any other required submissions, and pay any fees due in no connection therewith (all such fees to be solely the responsibility of, and to be paid by, Parent and Merger Sub), with respect to this Agreement and the Merger required under any Competition Laws and (viii) as promptly as reasonably practicable after the date hereof, make all necessary filings (and in any event file all required HSR Act notifications within ten (10) Business Days after the date hereof), and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Merger required under any other applicable Law. The Company, Holdings, Parent and Merger Sub shall cooperate with each other in connection with (A) preparing and filing the Company Proxy Statement and any Other Filings, (B) determining whether any action by or in respect of, or filing with, any of its Subsidiaries be required to pay prior to the Board Appointment Date any feeGovernmental Entity is required, penalties or other consideration to any third party to obtain any consent or approval required for in connection with the consummation of the Offer Merger and (C) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, on the Mergerone hand, and Holdings and Parent, on the other hand, shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. No party hereto to this Agreement shall consent to any delay of the Closing at the behest of any Governmental Entity without the prior written consent of the other parties to this Agreement. Holdings, Parent and Merger Sub shall not, except as may be consented to in advance in writing by the Company, directly or indirectly through one or more of its affiliates, take any action action, including acquiring or making any investment in any corporation, partnership, limited liability company or other Person or any division or assets thereof, that would reasonably be expected to prevent cause a delay in or materially delay jeopardize the satisfaction of the conditions contained in Article 6 or impede the receipt consummation of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities.Merger. Without limiting this

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Seller, Parent and Purchaser shall use its their respective reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, effective the Sale and other the Transactions as promptly soon as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvalsdeclarations, and approvals and, expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, periods 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, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including in connection with any Antitrust Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Actions or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Sale or the Merger and the other transactions contemplated hereby hereby, and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedthis Agreement. Notwithstanding the foregoing, howeverPurchaser agrees to take, and to cause its respective Affiliates to take, any and all steps necessary to avoid or eliminate as soon as possible each and every impediment imposed on Purchaser or its Affiliates under Antitrust Law that may be asserted by any Governmental Entity so as to enable the Parties hereto to expeditiously (and in no event shall the Company or any of its Subsidiaries be required to pay all cases, prior to the Board Appointment Date any feefifth Business Day preceding the End Date) consummate the Sale and the other Transactions, penalties including by (i) committing to and/or effecting, by consent decree, hold separate order or otherwise, the sale or disposition of such assets, securities, facilities or other consideration properties as are required to be divested in order to facilitate the expiration or termination of the applicable Antitrust Law waiting period and otherwise obtain all applicable merger control clearances under the applicable Antitrust Law and (ii) contesting and resisting and seeking to have vacated, lifted, reversed or overturned any third party to obtain ruling, award, decision, injunction, judgement, order, decree or subpoena entered, issued or made by any consent Governmental Entity that in effect prohibits, prevents or approval required for restricts the consummation of the Offer Sale or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesother Transactions.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be donedone promptly, and to assist and to cooperate with the each other parties in doing, all things necessary, proper or advisable under Law to consummate and make effective, as promptly as practicable, effective the Offer and Merger Management Business Sale and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Management Business Sale and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (i)(x) to make appropriate filings of a Notification and Report Form pursuant to the HSR Act as promptly as practicable after the date hereof and (y) to make any other filings pursuant to applicable Regulatory Laws with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (ii) to use reasonable best efforts to cooperate with each other in (A) determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, Governmental Authorities or any other Person in connection with the execution and expirations or terminations delivery of waiting periodsthis Agreement, and the consummation of the Management Business Sale and the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvalsany such consents, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps approvals, permits or authorizations as may be necessary to avoid a material Violation of any Specified Contract, (B) timely completing all necessary documentation and related forms or paperwork as may be required for all such filings, and (C) timely making all such filings to obtain an approvalall consents, clearanceapprovals, or waiver frompermits and authorizations, or (iii) to avoid an action or proceeding byfurnish promptly to the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations, and submissions of information to any Governmental EntityAuthority, including any filings under the Regulatory Laws, (iiiv) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the obtaining of HSR Act or any other applicable Regulatory Laws and (v) to use reasonable best efforts to take or cause to be taken all necessary other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers from third parties, (iii) and to cause the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits expiration or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation termination of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior applicable waiting periods with respect to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or Management Business Sale under the Merger. No party hereto shall take HSR Act and any action that would reasonably be expected to prevent or materially delay or impede other applicable Regulatory Laws as promptly as practicable and in any event no later than the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesEnd Date.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Purchaser shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Law or otherwise to consummate and make effectiveeffective the Offer and the other transactions contemplated by this Agreement, as promptly as practicable (including, in the case of the Company, to seek any consents and/or waivers that may be required to avoid any acceleration or pre-payment of any borrowed sums or otherwise in connection with the consummation of the Offer or the other transactions contemplated hereby under Contracts relating to the Company Group’s outstanding indebtedness for borrowed money), (ii) take such actions (if any) as may be required to cause the expiration of the notice or suspension periods or to obtain approvals under Competition Laws and other applicable Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Purchaser or the Company, or any of their respective Subsidiaries, to consummate the Offer as promptly as practicable, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the Offer authorization, execution and Merger delivery of this Agreement and the other consummation of the transactions contemplated hereby, including the Offer, and (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Purchaser or the obtaining Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement, (iv) cause the satisfaction of the Offer Conditions, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order, (vi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable Order, (vii) prepare and file as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement and the Offer required under any applicable Competition Law and other applicable Laws, (viii) to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Offer or the other transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of (ix) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals. Notwithstanding anything to the contrary in this Agreement, clearanceParent, Purchaser or any of their respective Affiliates shall not be required to become subject to, or waiver fromconsent or agree to or otherwise take any action with respect to, any Order, requirement, condition, understanding or agreement of or with a Governmental Entity to sell, to license, to hold separate or otherwise dispose of, or to avoid an action conduct, restrict, operate, invest or proceeding by, otherwise change the assets or business of Parent or any Governmental Entity, (ii) the obtaining of all necessary consents, approvals its Affiliates or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feeAffiliates, penalties if such consent, agreement or other consideration to any third party to obtain any consent action would, or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent to, (1) have a material adverse effect on the assets, financial condition, or materially delay or impede the receipt results of any necessary actions or nonactionsoperations of Parent and its Subsidiaries (including, waiversfor these purposes, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent ApprovalsCompany Subsidiaries) taken as a whole (after giving effect to the Acceptance Time) or (2) require Parent, from Governmental Entitiesits Subsidiaries or the Company or the Company Subsidiaries to take any steps or actions that may be materially impracticable or that would violate, or cause any of them not to comply with, their continuing regulatory obligations (including those of the UK Listing Rules of the FCA).

Efforts. (a) Subject to the terms The Company, Parent and conditions set forth in this Agreement, each of the parties hereto Merger Sub shall use its all reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions as may be reasonably required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries to effect the Closing by not later than three (3) Business Days prior to the Outside Date (including any such approvals required under the HSR Act), and to avoid any action or proceeding by any Governmental Entity (including those in connection with the pre-merger notification obligations of the HSR Act) or any other Person, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made; provided, that none of Parent, Merger Sub or the Company shall be required to incur any liabilities, expend any funds or pay any expenses or fees in connection with obtaining such Third Party consents, (iv) cause the satisfaction of all conditions set forth in Article 6, (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, nonappealable Order, (vi) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) as promptly as practicable, make or cause to be made all necessary actions or nonactionsapplications and filings (and in any event file all required HSR Act notifications within ten (10) Business Days after the date hereof), make any other required submissions, and pay any fees due in connection therewith (all such fees to be solely the responsibility of, and to be paid by, Parent and Merger Sub), with respect to this Agreement and the Merger required under any Competition Laws and the parties shall request early termination of the waiting period under the HSR Act in making such filings, (viii) prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any third party and/or any Governmental Entity to consummate the Merger or the other transactions contemplated by this Agreement (collectively, including the Company Approvals and the Parent “Required Approvals”), from Governmental Entities and the making of (ix) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and the Required Approvals, clearanceand (x) as promptly as reasonably practicable after the date hereof, or waiver frommake all necessary filings, or and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to avoid an action or proceeding by, this Agreement and the Merger required under any other applicable Law. No party to this Agreement shall consent to any delay of the Closing at the behest of any Governmental EntityEntity without the consent of the other parties to this Agreement, (ii) which consent shall not be unreasonably withheld, delayed or conditioned. Parent and Merger Sub shall not, except as may be consented to in advance in writing by the obtaining Company, directly or indirectly through one or more of all necessary consentsits affiliates, approvals acquire any Person or waivers from third parties, (iii) the giving of noticematerial assets thereof or interest therein, if required, under real property leases, (iv) such acquisition would reasonably be expected to cause a material delay in or otherwise result in the defending failure to satisfy any of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement the conditions contained in Article 6 or the consummation of the Offer Merger. Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 5.4 nor the “reasonable best efforts” standard shall require, or be construed to require, the Company, Parent, Merger and the Sub or their respective Subsidiaries or affiliates to sell, dispose of or divest any assets or businesses, other transactions contemplated hereby and (v) the execution and delivery of any additional instruments than as would not be reasonably necessary expected to consummate the transactions contemplated hereby; provided, however, that in no event shall have a material adverse effect on the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Company Subsidiaries, taken as a whole, or Parent or any feeParent Subsidiaries, penalties or other consideration to any third party taken as a whole, in order to obtain any consent or required approval required for the consummation of the Offer or the Merger. No party hereto shall take from any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesEntity.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of Seller, the parties hereto Company and Buyer shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger Transactions and the other transactions contemplated herebyby the Transaction Documents and the APA, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including any such matters that may be necessary under or in connection with the Company APA or consummation of the Albertson’s Asset Purchase, the Specified Approvals and the Parent Buyer 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, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the validity or enforceability of this Agreement or the consummation of the Offer Transactions or the Merger and the other transactions contemplated hereby by the Transaction Documents and the APA; and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyTransactions and the Albertson’s Asset Purchase on the terms set forth in the Transaction Documents and the APA; provided, however, provided that in no event shall Seller, Buyer, the Company or any of its the Company’s Subsidiaries be required to pay prior to to, at or after the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer or transactions contemplated by this Agreement under any Contract other than as may be required in connection with the Merger. No party hereto Refinancing; provided, however, that Seller and Buyer shall take any action that would reasonably each be expected required to prevent or materially delay or impede pay at the receipt Effective Time 50% of any necessary actions fees, penalties or nonactionsother consideration that Seller, waiversBuyer, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals or any of the Company’s Subsidiaries is legally required to pay to any third party to obtain such party’s consent to or approval of the Transactions and the Parent ApprovalsAlbertson’s Asset Purchase, from Governmental Entitiessuch payment not to exceed $10,000,000 by each of Seller and Buyer.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of Seller and Purchaser will, and will cause their Guarantors and the parties hereto shall subsidiaries of their respective Guarantors to, cooperate with each other and use its their respective commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with consummate the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement prior to the Outside Date, including using commercially reasonable efforts to: (i) transfer or assign to, or have issued or reissued in the obtaining name of, Purchaser all Transferred Permits; provided, that if the transfer or assignment, issuance or reissuance of such Transferred Permits cannot be completed until after the Closing Date or is not required to be completed until after the Closing Date pursuant to applicable Law, Purchaser and Seller shall continue to take commercially reasonable efforts to complete the transfer, assignment, issuance or reissuance of such Transferred Permits after the Closing Date; (ii) obtain all necessary actions or nonactionsnon-actions, consents, approvals, registrations, waivers, consentspermits, clearancesauthorizations, approvalsorders, and expirations or terminations of waiting periods, including the Company Approvals and the Parent 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 Entity, Authority necessary for the consummation of the transactions contemplated by this Agreement (ii) the obtaining of all necessary consents, approvals or waivers from third parties, each a “Consent”); (iii) prepare and make, as promptly as reasonably practicable, all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents with any Governmental Authorities necessary for the giving consummation of notice, if required, under real property leases, the transactions contemplated by this Agreement; (iv) supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with any Consent or any Antitrust Law (including pursuant to a “second request,” civil investigative demand or similar request pursuant to the defending of HSR Act or any other Antitrust Law); and (v) defend, contest and resist any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) by this Agreement, including through pursuing litigation on the execution and delivery of merits, seeking to have promptly vacated, lifted, reversed or overturned any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedOrder, howeverwhether temporary, preliminary or permanent, that in no event shall the Company would delay, impede, prohibit or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for make unlawful the consummation of the Offer or transactions contemplated by this Agreement prior to the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvalsOutside Date, and expirations or terminations pursuing avenues of waiting periodsadministrative and judicial appeals thereof. Each of the Parties shall, including and, as applicable, shall cause its Affiliates to, in consultation and cooperation with the Company Approvals other Party and as promptly as reasonably practicable (but in no event later than twenty (20) Business Days following the date of this Agreement, unless a later date is agreed in writing by the Parties), make its respective filings under the HSR Act. Each Party shall not, and shall cause their Guarantors and the Parent Approvalssubsidiaries of their respective Guarantors not to, from without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), (A) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act or (B) enter into any timing agreement with any Governmental EntitiesAuthority to delay the consummation of, or not to close before a certain date, any of the transactions contemplated by this Agreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall will use its reasonable best efforts promptly to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesThird Parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the or any other transactions transaction contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain Third Party, other than a Governmental Entity, for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesdelayed.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause their respective Subsidiaries and controlled Affiliates to, use its their reasonable best efforts to take, or fulfill all conditions to cause Closing applicable to be taken, all actions, such party pursuant to file, or cause to be filed, all documents this Agreement and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner reasonably practicable, the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of using reasonable best efforts to (A) obtain all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from applicable Governmental Entities and the making of Self-Regulatory Organizations and (B) make all necessary registrations and filings and the taking of use reasonable best efforts to take all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding Action by, any Governmental EntityEntity or Self-Regulatory Organization, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, parties (other than Governmental Entities or Self-Regulatory Organizations) and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries controlled Affiliates be required to (A) pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval under any contract or agreement required for the consummation of the Offer transactions contemplated by this Agreement or the Merger. No party hereto shall take (B) agree to any material term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action that would reasonably be expected to prevent imposed, required or materially delay or impede the receipt requested by any Governmental Entity in connection with its grant of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsapprovals with respect to the transactions contemplated by this Agreement, including the Company Approvals and the Parent Approvals, from Governmental Entitiesunless such term, condition, obligation, restriction, requirement, limitation, qualification, remedy or other action imposed is binding on the Company or any of its controlled Affiliates only in the event that the Closing occurs.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, and subject to the sole discretion of Buyer to exercise the Second Closing Purchase Option hereunder, each of the parties hereto Party shall use its commercially reasonable best efforts efforts, and shall cooperate fully with the other Parties, to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate under applicable Laws and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary regulations to consummate the transactions contemplated by this Agreement, and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement. Buyer, on the one hand, and the Company and Parent, on the other hand, shall, in connection with the efforts referenced in this Section 8.5(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under any Law, use its or his commercially reasonable 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 Person; (ii) keep the other Parties reasonably informed of any communication received by such Party from, or given by such Party to, Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby; provided(iii) permit the other Parties and their respective outside counsel to review any communication given by it to, howeverand consult with each other in advance of any meeting or conference with, that any Governmental Authority or, in no event shall the Company or connection with any of its Subsidiaries be required to pay prior proceeding by a private Person, with any other Person, and to the Board Appointment Date any fee, penalties extent permitted by such applicable Governmental Authority or other consideration Person, give the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party is prohibited from participating in or attending any third party meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/ or responding to requests or objections made by any Governmental Authority. The Parties shall cooperate in all respects with each other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental Authorities, requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts to have such Governmental Authorities approve the transactions contemplated by this Agreement. The Parties shall use their commercially reasonable efforts to obtain any consent Consents of third parties with respect to any Contracts to which they are a party as may be necessary or approval required appropriate for the consummation of the Offer transactions contemplated hereby or required by the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt terms of any necessary actions contract as a result of the execution, performance or nonactions, waivers, consents, clearances, approvals, and expirations or terminations consummation of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiestransactions contemplated hereby.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Merger Sub shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Law or otherwise to consummate and make effectiveeffective the Merger, the Offer and the other transactions contemplated by this Agreement as promptly as practicable, (ii) take all such actions (if any) as may be required to cause the Offer expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement, (iii) obtain (A) from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, and Merger in any event not later than three (3) Business Days prior to the Outside Date, and to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated hereby, including the Merger and the Offer, and (iB) from any Third Party any consents or notices that are required to be obtained or made by Parent, Merger Sub or the obtaining Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement in the case of this clause (B), only to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made, (iv) cause the satisfaction of all conditions to the Offer set forth in Annex A and cause the satisfaction of all conditions to the Merger set forth in Article 7, in each case, within its control (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal, regulatory or other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, nonappealable Order, (vi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order, (vii) prepare and file as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periodsadvisable to be obtained from any Third Party or any Governmental Entity to consummate the Merger, including the Company Approvals and Offer or the Parent Approvalsother transactions contemplated by this Agreement, from Governmental Entities and the making of (viii) take all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approvalall such consents and approvals, clearanceand (ix) as promptly as reasonably practicable after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Merger and the Offer required under any other applicable Law. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or waiver from, the provision of additional security (including a guaranty) or otherwise incur or assume or agree to avoid an action incur or proceeding by, assume any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or liability that is not conditioned upon the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedMerger, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent consent, waiver or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, Person (including the Company Approvals and the Parent Approvals, from any Governmental EntitiesEntity) under any Contract.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement and (v) promptly, but in no event later than 15 Business Days after the date hereof, file or cause to be filed any and all required notifications, applications and other filings set forth on Section 5.7(a) of the Company Disclosure Letter; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay, or pay any non-de minimis amounts without the prior written consent of Parent, prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, consents and approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities or other persons 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 under any Regulatory Laws (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer transactions contemplated hereby and taking all reasonable actions with respect to such lawsuits or legal proceedings necessary or advisable to consummate the Merger and the other transactions contemplated hereby and (viii) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. The Company, howeverParent and Merger Sub will use reasonable best efforts to effect the Closing as promptly as practicable after the satisfaction or waiver of all conditions set forth in ARTICLE 6 (other than those conditions that by their nature are to be satisfied at the Closing, that in no event shall the Company or any of its Subsidiaries be required to pay prior but subject to the Board Appointment Date any feesatisfaction or, penalties or to the extent permitted by this Agreement and applicable Law, waiver of such conditions), subject to the other consideration to any third party to obtain any consent or approval required for the consummation terms and conditions of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesthis Agreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall cooperate with the other parties hereto and use its their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties hereto in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, as promptly as in the most expeditious manner reasonably practicable, the Offer and Merger and the other transactions contemplated herebyTransactions, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, clearancesstatements, approvalsregistrations, submissions of information, applications and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or waivers from third partiesparty necessary, proper or advisable to consummate the Transactions and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger execute and the other transactions contemplated hereby and (v) the execution and delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedTransactions, howeverother than, that in no event shall the Company or any case of its Subsidiaries be required each of clauses (i) through (iii), with respect to pay filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Antitrust Laws, which are addressed in Section 5.03(c) below. Notwithstanding anything to the contrary herein, prior to the Board Appointment Date Effective Time, no party hereto shall be required to, and the Company shall not without the consent of Parent, pay any consent or other similar fee, penalties “profit-sharing” or other similar payment or other consideration in any form (including increased rent or other similar payments or commercial accommodation or agree to enter into any third party amendments, supplements or other modifications to (or waivers of) the 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, to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Person (other than any Governmental EntitiesAuthority) under any Contract.

Efforts. (a) Subject Notwithstanding anything to the terms and conditions set forth contrary in this Agreement, each of Purchaser shall, and shall cause its Affiliates to, take all lawful actions to promptly obtain (and in any event prior to the parties hereto shall use its reasonable best efforts to take, or to cause to be takenOutside Date), all actionsRegulatory Approvals, to file, or cause to be filed, promptly undertake any and all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper actions necessary or advisable to consummate avoid, prevent, eliminate or remove the actual or threatened prohibition or commencement of any other action by or on behalf of any Applicable Authority with respect to the Regulatory Approvals and make effective, proffer to any Applicable Authority to take such actions as promptly may be necessary or appropriate in order to obtain all Regulatory Approvals as practicable, soon as practicable (but in any event prior to the Offer and Merger and the other transactions contemplated herebyOutside Date), including (i) preparing and filing as soon as practicable after the obtaining of date hereof all necessary actions or nonactionsforms, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings notices required to be filed to consummate the Contemplated Transactions and the taking of such actions as are reasonably necessary to promptly obtain (and in any event prior to than the Outside Date) all steps Regulatory Approvals, and (ii) promptly undertake any and all actions necessary or advisable to avoid, prevent, eliminate or remove an actual prohibition by or on behalf of any Applicable Authority with respect to any Regulatory Approval, including as may be necessary or appropriate in order to obtain an approvalall Regulatory Approvals as soon as practicable (and in any event no later than the Outside Date: (A) agreeing to promptly effect any Divestiture Action that any Applicable Authority shall require, clearancepropose, offer or impose (provided that such Divestiture Action shall be conditioned on the occurrence of, and shall become effective only from and after, the Closing), (B) agreeing promptly to comply with any commitment, consent decree, Encumbrance, mitigation agreement and any other condition or operating restriction with respect to any businesses, product lines, tangible or intangible assets, Intellectual Property, Contracts, Permits, operations, rights or interests therein that any Applicable Authority may require, propose, offer or impose, (C) (x) submitting to the DCSA a foreign ownership, control, or waiver frominfluence mitigation plan (“FOCI Mitigation Plan”) with respect to any NISPOM covered activities of Seller Parent and its relevant Subsidiaries that are Related to the Business and (y) committing to implement any mitigation agreement following the Closing in connection with any such FOCI Mitigation Plan accepted by the DCSA, and (D) defending any Proceeding (including any Proceeding seeking a temporary restraining order or preliminary or permanent injunction) and initiating any appropriate Proceeding against any Applicable Authority which acts, seeks, proposes or threatens to avoid an action prevent, delay or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or impair the consummation of the Offer Contemplated Transactions; provided that Purchaser shall have the right to determine, direct and control the strategy and process by which the Parties implement the measures described in clauses (i) and (ii) above (including each subpart), provided, further, that Purchaser shall exercise such authority in full compliance with the Seller Parent’s consultation, participation and other rights, and Purchaser’s obligations, in each case as set forth in this Section 5.5, and for the avoidance of doubt, Purchaser shall consult with the Seller Parent and consider in good faith the views of the Seller Parent prior to entering into any agreement, arrangement, undertaking or understanding (oral or written) with any Governmental Entity with respect to the Contemplated Transactions. Notwithstanding anything to the contrary in this Agreement, Purchaser shall be solely responsible for, and Seller Parent shall have no obligations with respect to, the planning, structuring (including tax structuring) and implementation of any Divestiture Action. No Party’s obligations under this Section 5.5 or the Merger and performance hereof shall entitle such Party to any adjustment or modification of the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company Base Purchase Price or any other terms and conditions of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesthis Agreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its their reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effectiveunder Applicable Law, as promptly as practicable, to cause the Offer conditions to Closing to be satisfied and Merger and to consummate the other transactions contemplated herebyby this Agreement, including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtaining and maintaining all material approvals, consents, clearancesregistrations, approvalspermits, and authorizations, expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, other confirmations required to be obtained from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Authority or other legal proceedingsthird party that are necessary, whether judicial proper or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary advisable to consummate the transactions contemplated herebyby this Agreement; provided, however, that and (iii) completing the remediation matters described in no event shall clause (ii) of Section 6.10(b) of the Company Disclosure Schedule prior to the Measurement Date; provided that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (A) 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 other party’s businesses, assets or properties or agree to limit the ownership or operation by Parent or any of its Subsidiaries Affiliates of any businesses, assets or properties, including without limitation the businesses, assets, and properties to be required to pay prior to acquired under this Agreement, (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Board Appointment Date transactions contemplated hereby or (C) litigating, challenging or taking any fee, penalties or other consideration action with respect to any third party to obtain action or proceeding by any consent or approval required for Governmental Authority. Notwithstanding the foregoing and any other provision of this Agreement, any act taken by Parent in respect of this Section 8.01 may be conditioned upon consummation of the Offer or the Merger. No party hereto shall Subject to the proviso to the immediately preceding sentence, each of the Company and Parent will not, and will not direct any of their respective Affiliates to, take any action actions that would would, or that could reasonably be expected to prevent to, result in any of the conditions set forth in Article 9 either being delayed or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesnot being satisfied.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent - 41 - 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, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesdelayed.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Party will use its reasonable best efforts to take, or to cause to be taken, take all actions, to file, or cause to be filed, all documents action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, do all things necessary, proper necessary or advisable to consummate and make effective, effective the Transaction as promptly as practicablereasonably practicable following December 31, the Offer and Merger and the other transactions contemplated hereby2023, including (ia) satisfaction, unless waived by the obtaining Party to whose benefit they would otherwise accrue, of all necessary actions the closing conditions in Article 6, (b) defending any Proceedings challenging the Transaction or nonactionsthe performance of the obligations of any Party in connection with the Transaction, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, clearances, approvals, and expirations or terminations of waiting periodsauthorizations, including the Company Approvals and the Parent Approvalsqualifications, from Governmental Entities and the making of all necessary notices, registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or that are required in connection with the consummation of the Offer Transaction and (d) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance, books, records or the Merger and other information the other transactions contemplated hereby and (v) Party reasonably requires in order to carry out the intent of the Transaction Documents, including the timely execution and delivery of any additional all closing deliverables and the delivery to Buyer or one or more of its designees such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as shall be reasonably necessary to vest at Closing in Buyer or one or more of their designees all right, title and interest in, to and under the Membership Interests in the manner described herein, free and clear of all Liens (other than Permitted Liens), and in form and substance reasonably satisfactory to Buyer. From and after the Closing, Sellers and Buyer agree to, from time to time, execute and deliver such other documents, certificates, agreements, and other writings as any other Party reasonably requests, and to take such other actions, as may be reasonably necessary, proper, or advisable in order to (x) consummate or implement expeditiously the transactions contemplated hereby; providedTransaction, however, that in no event shall (y) facilitate the transition of the Company and the Business and (z) allow for the continued operation of the Company in the Ordinary Course. Notwithstanding the foregoing in this Section 5.1, but subject to the provisions of Section 5.10 hereof, none of Buyer or any of its Subsidiaries Affiliates will be required obligated to make any payments, or otherwise pay prior to the Board Appointment Date any feeconsideration, penalties or other consideration to any third party to obtain any consent applicable consent, waiver or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected related to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesthis Agreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, the Purchaser and the Seller Parties shall, and each shall cause their respective controlled Affiliates to, use their respective commercially reasonable efforts (unless, with respect to any action, another standard of the parties hereto shall use its reasonable best efforts performance is expressly provided for herein) to promptly take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to the Closing to be satisfied and to consummate and make effectiveeffective the Transactions, in each case as promptly as reasonably practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, clearancesstatements, approvalsregistrations, submissions of information, applications and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) obtaining all Consents from any Governmental Authority or third party necessary, proper or advisable to consummate the obtaining Transactions, including, without limitation, all Conforming Estoppels, SNDAs, and Transferred Real Property Lease Consents, provided, in connection with any third party Consent and except as expressly set forth in this Agreement, that no member of all necessary consentsthe Seller Group shall be required to (1) pay any consideration to or out of pocket costs of or to the third party therefor, approvals (2) commence, defend or waivers from participate in any Action in connection therewith or (3) offer or grant any accommodation (financial or otherwise) to any third partiesparty in connection therewith, (iii) executing and delivering any additional instruments necessary to consummate the giving of notice, if required, under real property leases, Transactions and (iv) the defending of or contesting in good faith any lawsuits Action brought by a third party that could otherwise prevent or other legal proceedingsimpede, whether judicial interfere with, hinder or administrative, challenging this Agreement or delay in any material respect the consummation of the Offer or Transactions, in the Merger case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and the other transactions contemplated hereby Consents relating to (A) Antitrust Laws, which are dealt with in Section 7.01(b) and (vB) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedPurchased Assets, howeverManufacturer Consents or Transferred Interests, that which are dealt with in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesSection 2.04.

Efforts. (a) Subject Upon the terms and subject to the terms and conditions set forth in this AgreementAgreement (subject to, and in accordance with, applicable Law), from the date of this Agreement to the Closing, each of the parties hereto Parties shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger Transactions and the other transactions contemplated herebyby this Agreement. Without limiting the generality of the foregoing, including subject to the terms and conditions set forth in this Agreement, from the date of this Agreement to the Closing, each Party shall (i) the obtaining of use reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents, clearances, approvals, consents and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, approvals from Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) 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 EntityBody, (ii) the obtaining of use reasonable best efforts to obtain all necessary consents, approvals or waivers from third partiesparties under any Contract; provided, however, that no Party shall be required to make any material payments, incur any material Liability or offer or grant any material accommodation (financial or otherwise) to any third party to obtain any such consent, approval or waiver), (iii) the giving of notice, if required, under real property leases, (iv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed, subject to the Merger and the other transactions contemplated hereby limitations set forth in Section 6.4(d) and (viv) the execution execute and delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedTransactions and to fully carry out the purposes of this Agreement. Notwithstanding the foregoing, however, that in no event New York shall the Company or any of its Subsidiaries not be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take prohibited under this Section 5.8(a) from taking any action that would reasonably be expected to prevent permitted by Section 5.1(b) or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesSection 5.1(c).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be doneto, and to shall assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to (i) consummate and make effective, as promptly as practicableeffective the Offer, the Offer and Merger and the other transactions contemplated hereby, including by this Agreement; (iii) the obtaining of obtain all necessary actions or nonactions, waivers, consents, clearances, consents and approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary make such 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, ; (iiiii) the obtaining of obtain all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, ; (iv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement; and (v) the execution execute and delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that nothing in no event this Agreement, including without limitation, any provision of this Section 6.6, shall the Company require, or be construed to require, Parent or any of its Subsidiaries be required affiliates (A) if Parent and its affiliates shall have made the proffers contemplated by the exception to pay prior to the Board Appointment Date clause (B) of this proviso and, thereafter, any fee, penalties court having jurisdiction enters any Order (other than a temporary restraining order or other consideration to any third party to obtain any consent or approval required for similar temporary provisional relief) that prohibits the consummation of the Offer or the Merger. No party hereto shall Merger on the basis of any antitrust or competition law or (B) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Acceptance Time or the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumberment by the Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take any action that would reasonably be expected of the foregoing actions) or to prevent agree to any material changes (including, without limitation, through a licensing arrangement) or materially delay restriction on, or impede other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the receipt stock of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals or the Surviving Corporation except for proffers and agreements to amend or modify Contracts between the Company and/or its Subsidiaries and third parties or sell, divest, lease, license, transfer, dispose or otherwise encumber, or to agree to changes, restrictions or other impairments with respect to, any of Parent’s or the Company’s (or their respective affiliates’) assets, licenses, operations, rights, product lines, businesses or interest therein, where such amended, sold, divested, leased, licensed, transferred, disposed or encumbered Contracts, assets, licences, operations, rights, product lines, businesses and interests in the aggregate shall not have accounted for more than $50 million of the parties’ and their respective affiliates’ gross revenues for the 12 months ending June 30, 2007; provided, further, that Parent Approvalsshall be entitled to compel the Company or its Subsidiaries to take any of the actions referred to above (or agree to take such actions) if such actions are only effective after the Effective Time. Subject to applicable Laws, from Parent shall have the right to direct all matters with any Governmental EntitiesEntity consistent with its obligations hereunder but shall keep the Company appraised of all developments with respect thereto.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required (nor, without the prior written consent of Parent, shall the Company and its Subsidiaries be permitted) to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration (other than customary filing and notification fees with Governmental Entities and other nominal amounts) to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to Without limiting the terms and conditions set forth in this AgreementArticle VII, each of the parties hereto shall cooperate with each other and use its (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to take, or consummate the Transactions and to cause the conditions set forth in Article VII to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, satisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the Offer and Merger and the other transactions contemplated hereby, including following as promptly as reasonably practicable: (i) the obtaining of all necessary actions Actions or nonactions, waivers, consents, clearances, approvals, and registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periodsperiods and other confirmations from any Governmental Authority or other Person that are or may become necessary, including proper or advisable in connection with the Company Approvals consummation of the Transactions; (ii) the preparation and the Parent Approvals, from Governmental Entities and the making of all necessary registrations registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings and with Governmental Authorities) that are or may become necessary, proper or advisable in connection with the consummation of the Transactions; (iii) the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval, clearance, or waiver approval from, or to avoid an action or proceeding Action by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Authority or other legal proceedings, whether judicial or administrative, challenging this Agreement or Person in connection with the consummation of the Offer or the Merger and the other transactions contemplated hereby Transactions; and (viv) the execution and delivery of any additional instruments that are or may become reasonably necessary necessary, proper or advisable to consummate the transactions contemplated herebyTransactions, and to carry out fully the purposes of this Agreement; provided, howeverthat no party hereto nor any of their respective Affiliates shall be obligated in the exercise of such efforts to (A) propose, that in no event shall negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the Company sale, divesture or disposition of any of its assets, properties or businesses or any of its Subsidiaries the assets, properties or businesses to be required acquired by it pursuant to this Agreement or (B) pay prior to the Board Appointment Date any fee, penalties penalty or other consideration (other than customary filing and notification fees with Governmental Authorities and other nominal amounts) to any third party to obtain Person for any consent or approval required for or triggered by the consummation of the Offer Transactions under any Contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to commence and consummate the Offer and to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article 7, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement ; provided, however, that in no event shall the Company or any of its Subsidiaries (A) be required to pay prior to the Board Appointment Date Acceptance Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or agreement or (B) pay any fee, penalty or other consideration to any third party of more than $10,000 individually or $50,000 in the Merger. No party hereto shall take aggregate for any action that would reasonably be expected consents or approvals required for the consummation of the transactions contemplated by this Agreement under any contract or agreement without the prior written consent of Parent to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiessuch payment.

Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement and subject to and in accordance with applicable Law, the Company and Parent shall each of the parties hereto shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (isubject to, and without intending to limit, Section 2.1(c)) by causing the obtaining of all necessary actions Closing to occur on or nonactionsbefore August 31, 2011, (ii) obtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, clearances, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and expirations performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or terminations state securities Laws, (B) the HSR Act and any Competition Laws of waiting periodsjurisdictions other than the United States and (C) any other applicable Law; provided, including however, that the Company Approvals and the Parent Approvals, from Governmental Entities and shall cooperate with each other in connection with the making of all necessary registrations such filings, including as set forth below and with respect to providing copies of all such filings and attachments to outside counsel for the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leasesnon-filing party, (iv) obtain all consents, registrations, approvals, permits and authorizations required, necessary, proper or advisable to be obtained from, or renewed with, any other Person, in each case in order to consummate as promptly as practicable the transactions contemplated by this Agreement, (v) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, (vi) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement, (vii) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party), (viii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (vix) the execution execute and delivery of deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedby this Agreement. No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, howeverwhich consent shall not be unreasonably withheld. Without limiting this Section 6.7, Parent agrees to take, or to cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Competition Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no event shall later than the Termination Date), including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries Subsidiaries) or the Company, in each case, as may be required in order to pay prior avoid the entry of, or to effect the Board Appointment Date dissolution of, any feeinjunction, penalties temporary restraining order, or other consideration to order in any third party to obtain any consent suit or approval required for proceeding, which would otherwise have the consummation effect of preventing or delaying the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesClosing.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, including a waiver by the lenders of the change of control and merger restrictions contained in the Fourth Amended and Restated Credit Agreement among the Company, Citibank, N.A., BNP Paribas and the lenders thereunder, dated as of May 16, 2008, as amended, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the Transactions as soon as reasonably possible (and make effective, as promptly as practicable, in any event prior to the Offer and Merger and the other transactions contemplated herebyEnd Date), including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, clearancesregistrations, approvalspermits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions. The parties hereto understand and agree that the obligations of Parent under this Section 8.01 include taking, and expirations causing its Subsidiaries to take, all actions necessary or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or appropriate to avoid an action or proceeding by, eliminate each and every impediment under any Governmental Entity, (ii) the obtaining of all necessary consents, approvals Applicable Law or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or otherwise so as to enable the consummation of the Offer Transactions to occur as soon as reasonably possible (and in any event prior to the End Date), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the Merger Transactions; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the other transactions contemplated hereby and (v) the execution and delivery sale, divestiture or disposition of businesses, product lines or assets of Parent, any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedof its Subsidiaries, however, that in no event shall or those of the Company or any of its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries be required (including those of the Company and each of its Subsidiaries); (D) otherwise taking or committing to pay prior take actions that after the Closing would limit Parent’s or its Subsidiaries’ (including the Company’s or its Subsidiaries’) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the Board Appointment Date businesses, product lines or assets of Parent or its Subsidiaries (including the Company or any feeof its Subsidiaries) (each of the foregoing described in any of Section 8.01(a)(A) through (D), penalties a “Regulatory Concession”); (E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the Transactions or the other consideration to any third party to obtain any consent Transaction Documents or approval required for which would otherwise prohibit, materially delay or materially impair the consummation of the Offer Transactions or the Mergerother Transaction Documents; and (F) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the Transactions. No party hereto If requested by Parent, the Company and each of its Subsidiaries shall take agree to any action Regulatory Concession; provided that would reasonably none of the Company or the Company’s Subsidiaries shall be expected required to prevent agree to any Regulatory Concession that is not conditioned upon consummation of the Transactions; provided further that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 8.01 or materially delay or impede the receipt any other provision of any necessary actions Transaction Document shall require Parent to accept any Regulatory Concessions (including, solely for purposes of this proviso, with respect to (i) any investment fund, investment vehicle, or nonactionsmanagement or advisory entity managed by, waiversadvised by, consentsmanaging, clearancesadvising, approvalsor affiliated with Parent; or (ii) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity) other than with respect to Parent and expirations or terminations of waiting periodsParent’s Subsidiaries (including Merger Sub, including the Company Approvals and the Parent Approvals, from Governmental Entitiesits Subsidiaries).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto shall use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable after the date hereof and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, orders, non-objections and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals approvals, non-objections or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Merger or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for or triggered by this Agreement or the consummation of the Offer transactions contemplated hereby under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals Approvals, which Parent, Merger Subsidiary and the Company shall cooperate with each other in obtaining such Company Approvals, and Parent Approvals, from Governmental Entities Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Party shall use (and shall cause its Subsidiaries and Control Affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to take, or to cause to be taken, all actions, to filetake promptly, or cause to be filedtaken promptly, all documents actions, and to dodo promptly, or to cause to be donedone promptly, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of preparing and filing all necessary actions or nonactionsdocumentation to effect all material notices, reports and other filings and to obtain all material consents, approvals, registrations, authorizations, waivers, consents, clearances, approvals, Permits and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be Orders necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, be obtained from any third party (including any Governmental Entity, ) in order to consummate the Merger and the other transactions contemplated by this Agreement and (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of against and resolving any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer Merger or the Merger and any of the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay to, prior to the Board Appointment Date Effective Time, pay any fee, penalties penalty or other consideration to any third party (other than any filing fee payable to obtain a Governmental Entity) for any consent or approval required under any Contract or other arrangement for the consummation of the Offer Merger or any of the other transactions contemplated by this Agreement; provided, further, the Company and its Subsidiaries shall agree to pay any such fee, penalty or other consideration to the extent reasonably directed by the Parent so long as any such fee, penalty or other consideration is not due unless the Closing occurs or the Merger. No party hereto shall take any action that would reasonably be expected to prevent Parent advances or materially delay or impede reimburses (promptly upon the receipt request of the Company) the Company and its Subsidiaries for the full amount of any necessary actions such fee, penalty or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals other consideration and the Parent Approvalsshall indemnify and hold harmless the Company, its Subsidiaries and its and their Representatives from Governmental Entitiesand against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the payment of any such fee, penalty or other consideration.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Parties shall use its (and shall cause their respective Subsidiaries and controlled Affiliates to use) their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyContemplated Transactions as promptly as practicable and in any event prior to the End Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Approvals and the Parent Required 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, clearance or waiver from, or to avoid an action Action or proceeding Legal Proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Actions, lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or challenging, hindering, impeding, interfering with or delaying the consummation of the Offer or the Merger and the other transactions contemplated hereby Contemplated Transactions, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity in connection with the foregoing vacated or reversed and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyContemplated Transactions; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for or triggered by the consummation of the Offer Contemplated Transactions under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent agreement or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesotherwise.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto (provided, however, that the Stockholder Representatives shall have no obligations pursuant to this Section 5.7) shall use its reasonable best efforts to take, or to cause to be taken, all actions, appropriate actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, the Offer including to obtain from Governmental Authorities and Merger and the other transactions contemplated hereby, including (i) the obtaining of Persons all necessary actions or nonactions, waivers, consents, clearances, approvals, authorizations, qualifications and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all orders as are necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement and the Ancillary Agreements. As promptly as practicable (and no later than ten (10) business days) after the date of this Agreement, the parties shall each file (i) Premerger Notification and Report Forms under and in compliance with the HSR Act with the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) such other notifications, applications or filings as the Mergerparties deem necessary or desirable in connection with the Merger under applicable Antitrust Law ((i) and (ii) collectively, the “Antitrust Filings”) with the appropriate Governmental Authority designated by Law to receive such filings (together with DOJ and FTC, an “Antitrust Authority”). No party hereto The parties shall take any action that would reasonably be expected to prevent or materially delay or impede cooperate in the receipt timely preparation and submission of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsfilings, including furnishing to the Company Approvals other party or its counsel information required for any necessary filing or other application in connection with the Merger or the other transactions contemplated by this Agreement and the Parent ApprovalsAncillary Agreements. The Acquiror shall pay all filing fees in connection with the Antitrust Filings, from Governmental Entitiesbut each party shall bear its own costs and expenses (including attorneys’ fees) in connection with the Antitrust Filings.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing 45 and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto Sellers and the Purchaser Group shall use its their respective reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger Sale and the other transactions contemplated herebyby this Agreement as soon as reasonably practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvalsdecisions, and declarations, approvals and, expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, periods 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, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including in connection with any Antitrust Law (all of the foregoing, collectively, the "Governmental Consents"); (ii) the obtaining of all necessary consents, authorizations, approvals or waivers from third parties, ; and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebythis Agreement. To the extent any out‑of‑pocket fees or expenses are required to be paid to third parties in connection with the transfer at Closing, or the use by the Purchaser Group or its Affiliates following the Closing, of contractual rights or licenses related to software used in the Business, the Sellers and the Purchaser Group shall each pay fifty percent (50%) of all such fees or expenses; provided, however, that in no event shall the Company Sellers shall, jointly and severally, pay one hundred percent (100%) of any such fees and expenses (A) payable pursuant to the SAP Contract or any of Contracts with Oracle Corporation or its Subsidiaries Affiliates or (B) which constitute Losses for which the Purchaser Indemnified Parties would otherwise be required to pay prior indemnified pursuant Section 9.2, subject to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation terms of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesArticle IX.

Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall Party will use its respective reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effectivethe Transactions, including the Merger, as promptly soon as practicable, practicable after the Offer and Merger and the other transactions contemplated herebydate hereof, including (i) preparing and filing or otherwise providing, in consultation with the obtaining of other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary actions applications, notices, petitions, filings, and other documents to obtain as promptly as reasonably practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations of waiting periodsadvisable to be obtained from any Governmental Authority in order to consummate the Transactions, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental EntityMerger, (ii) taking all actions as may be necessary, subject to the obtaining of limitations in this Section 6.4, to obtain (and cooperating with each other in obtaining) all necessary such waiting period expirations or terminations, consents, approvals or waivers from third partiesclearances, waivers, licenses, registrations, permits, authorizations, orders, and approvals, and (iii) providing all notices as required pursuant to the giving Company Warrants. Each of noticeParent, if requiredMerger Sub and the Company shall use their respective reasonable best efforts not to, under real property leasesand the Company shall cause the Company Subsidiaries not to, (ivi) take any action after the defending date of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement that would reasonably be expected to materially delay the obtaining of, or the consummation of the Offer result in not obtaining, any permission, approval or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of consent from any additional instruments reasonably such Governmental Authority necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay obtained prior to the Board Appointment Date any fee, penalties Closing and (ii) take or other consideration cause to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take be taken any action that would reasonably be expected to materially delay, impede, or prevent the consummation of the Transactions on or materially delay or impede before the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesOutside Date.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities Authorities 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 EntityAuthorities, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided. In furtherance of the foregoing, howeverthe Company may, that but in no event shall the Company or any of its Subsidiaries be required to to, pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or Merger up to a total of $10,000 without the Mergerprior consent of Parent. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesAuthorities.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto to this Agreement shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required to be obtained in connection with the Merger, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company Parent, Company, or any of its their respective Subsidiaries or Joint Ventures be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any Contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto shall use its all reasonable best efforts to take, or to cause to be taken, all actions, appropriate action to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the Offer consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) within ten (10) Business Days after the date of this Agreement, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the Peach Entities shall permit JGW reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger and or the other transactions contemplated hereby, including (i) and the obtaining Peach Entities shall not settle or compromise any such claim, suit or cause of all necessary actions action without JGW’s written consent, which consent shall not be unreasonably withheld, delayed or nonactionsconditioned. Notwithstanding anything herein to the contrary, waivers, consents, clearances, approvals, and expirations neither party shall be required by this Section to take or terminations of waiting periodsagree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending divestiture of any lawsuits or other legal proceedingsmaterial assets of JGW, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company Peach Entities or any of their respective Affiliates or (B) limit in any material respect JGW’s freedom of action with respect to, or its ability to consolidate and control, Orchard and its Subsidiaries be required to pay prior to the Board Appointment Date or any fee, penalties of their assets or businesses or any of JGW’s or its Affiliates’ other consideration to any third party to obtain any consent assets or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesbusinesses.

Efforts. (a) Subject to Parent and the terms and conditions set forth in this Agreement, each of the parties hereto Company shall use its reasonable best efforts to take, or to cause to be taken, all actions, actions necessary to fileconsummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable During the Pre-Closing Period: (i) the Company shall use reasonable best efforts to take, or cause to be filedtaken, all documents actions necessary to satisfy the conditions set forth in Section 7, consummate the Merger and to do, or to cause to be done, and to assist and to cooperate with make effective the other parties in doing, all things necessary, proper or advisable to consummate and make effective, transactions contemplated by this Agreement as promptly as practicable; and (ii) Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions necessary to satisfy the Offer conditions set forth in Section 8, consummate the Merger and make effective the other transactions contemplated by this Agreement as promptly as practicable. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, by this Agreement; and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) shall use commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the obtaining Merger or any of all necessary consentsthe other transactions contemplated by this Agreement. For purposes of this Section 5.1, approvals “reasonable best efforts” of Parent (or waivers from third partiesits Affiliates, if applicable) shall not require (nor shall anything in this Section 5.1 or otherwise in this Agreement require) Parent (or its Affiliates, if applicable) to (y) offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, (iii1) the giving sale, divestiture, license or other disposition of noticeany and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of Parent (or its Affiliates, if requiredapplicable), under real property leaseson the one hand, and the Company (ivand its Affiliates, if applicable) on the defending other hand; and (2) any other restrictions on the activities of Parent (and its Affiliates, if applicable), on the one hand, and the Company (and its Affiliates, if applicable), on the other hand; or (z) contest, defend, or appeal any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesMergers.

Efforts. From the date hereof until the earlier of the Backstop Closing and the date that this Agreement is terminated pursuant to Section 9.1, Investor and the Company shall (a) Subject use commercially reasonable efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, or expirations or terminations of waiting periods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely obtaining all such consents, permits, authorizations, waivers, clearances, approvals, expirations or terminations; (b) use commercially reasonable efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (c) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (and supply to the terms other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect of any filing, investigation or inquiry concerning the transactions contemplated hereby, and conditions set forth consult with the other party in this Agreementadvance of, each of and to the parties hereto shall extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate in, such meeting, discussion or communication; and (d) use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to fileother actions and do, or cause to be fileddone, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger Backstop Closing and the other transactions contemplated hereby. Notwithstanding the foregoing, including (i) the obtaining nothing in this Agreement shall be deemed to require Investor or any of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary its Affiliates to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, enter into any agreement with any Governmental Entity, (ii) the obtaining of all necessary consentsor to consent to any authorization, approvals consent or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending approval of any lawsuits Governmental Entity, requiring Investor or other legal proceedingsany of its Affiliates to hold, whether judicial separate or administrativedivest, challenging this Agreement or to restrict the consummation dominion or Control of, any of its assets or businesses or any of the Offer stock, assets or the Merger and the other transactions contemplated hereby and (v) the execution and delivery business of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedInvestor, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiestheir Affiliates.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws or otherwise to consummate and make effective, effective the Transactions as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, periods from Governmental Entities Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority, including in connection with any Regulatory Law (all of the foregoing, collectively, the “Governmental Consents”), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals or waivers 66 from third parties, Persons and (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits Proceedings by any Governmental Authority or any other legal proceedings, whether judicial or administrative, Person challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyTransactions; provided, however, provided that in no event shall the Company or any of its the Company Subsidiaries be required to pay prior to the Board Appointment Date Closing any fee, penalties penalty or other consideration to any third party to obtain Person for any consent or approval required for the consummation of the Offer Transactions under any Contract. Parent shall not and shall cause its Affiliates to not make any investment, acquisition, joint venture or the Merger. No party hereto shall take any action that other business combination if such investment, acquisition, joint venture or business combination would reasonably be expected to materially delay, impede or prevent the satisfaction of the Offer Conditions set forth in clauses (ii) or materially delay (iii)(A) of Exhibit A (but for purposes of clause (iii)(A) of Exhibit A only if any such Order or impede the receipt of Applicable Law arises under any necessary actions or nonactions, waivers, consents, clearances, approvals, Regulatory Law. The Company shall not and expirations or terminations of waiting periods, including shall cause the Company Approvals and Subsidiaries to not make any investment, acquisition, joint venture or any other business combination if such investment, acquisition, joint venture or business combination would reasonably be expected to materially delay, impede or prevent the Parent Approvals, from Governmental Entitiessatisfaction of the Offer Conditions set forth in clauses (ii) or (iii)(A) of Exhibit A (but for purposes of clause (iii)(A) of Exhibit A only if any such Order or Applicable Law arises under any Regulatory Law.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions set forth in this AgreementSeller shall, each of the parties hereto and shall cause their respective Affiliates to, use its their respective reasonable best efforts to take, or to cause to be taken, all actions, and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective, as promptly as practicable, effective in the Offer and Merger and most expeditious manner possible the other transactions contemplated herebyTransactions, including (i) the preparation and filing of all forms, registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 7.1) and to consummate the Transactions as soon as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesfilings, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any Action, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the EXHIBIT 2.1 consummation of the Offer or the Merger and the other transactions contemplated hereby Transactions, and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedTransactions and to fully carry out the purposes of this Agreement. Without limiting the foregoing, howeverPurchaser and Seller shall, that and shall cause their respective Affiliates to, take all actions necessary to obtain (and shall cooperate with each other in no event obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by Purchaser, Seller, the Company other Seller Entities or the Purchased Companies (or Subsidiaries thereof) or any of its Subsidiaries be required to pay prior to their Affiliates in connection with the Board Appointment Date any feeTransactions. Additionally, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto Purchaser and Seller shall not, and shall cause their respective Affiliates not to, take any action after the date of this Agreement that would reasonably be expected to prevent impair or materially delay the obtaining of, or impede result in not obtaining, any Regulatory Approval necessary to be obtained prior to the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesClosing.

Efforts. (a) Subject to Each of the terms Company and conditions set forth the Purchasers shall, and, in this Agreementthe case of the Company, shall cause each of the parties hereto shall its Subsidiaries to, use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, to: (i) as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, obtain from any governmental approval (including (iHxxx-Xxxxx-Xxxxxx approval) the obtaining of all necessary actions required to be obtained or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including made by the Company Approvals or any of their Subsidiaries in connection with the authorization, execution and the Parent Approvals, from Governmental Entities and the making delivery of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and the consummation of the Offer transactions contemplated hereby; and (ii) as promptly as practicable, make all necessary filings, notifications, and thereafter make any other required submissions, with respect to this Agreement required under the Exchange Act, any other applicable federal or state securities laws or any other applicable law. Each of the Merger Company and the other Purchasers agree to use commercially reasonable efforts to take any and all actions required in order to consummate the transactions contemplated hereby in this Agreement and the Stockholders Agreement, including, without limitation: (vi) to obtain from any third party any consents, licenses, Permits, waivers, approvals, authorizations or orders required to be obtained or made by the Company or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (provided, however, that in connection therewith, without the prior written consent of the Purchasers, none of the Company or its Subsidiaries will make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations); and (ii) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedby, howeverand to fully carry out the purposes of, that this Agreement. Each party shall have the right to review in no event shall the Company or any of its Subsidiaries be required to pay prior advance, and to the Board Appointment Date extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to any feefiling made with, penalties or other consideration to written materials submitted to, any third party or any governmental or regulatory entity in connection with the transactions contemplated by this Agreement (including all reports required to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including filed by the Company Approvals with the SEC between the date hereof and the Parent Approvals, from Governmental EntitiesClosing).

Efforts. (a) Subject to the terms and conditions of this Agreement (including the limitations set forth in Section 5.03 and this AgreementSection 5.05), each of the parties hereto shall Company will, and will cause its Subsidiaries and Advisors to, use its their reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger and the other transactions contemplated herebyTransactions, including using reasonable best efforts to (ix) cause its conditions to Closing to be satisfied and for the obtaining Closing to occur as promptly as practicable and (y) not take any action intended to prevent the Closing. For purposes of all necessary actions or nonactionsthis Agreement, waivers, consents, clearances, approvals, the "reasonable best efforts" and expirations or terminations "commercially reasonable efforts" of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall will not require the Company or any of its Subsidiaries be required Subsidiaries, Affiliates or Advisors to pay prior (A) expend any money to the Board Appointment Date remedy any feebreach of any representation or warranty hereunder, penalties (B) commence any litigation or other consideration arbitration proceeding, (C) waive or surrender any right or modify any agreement (including any agreements set forth on Schedule 3.11), (D) offer or grant any accommodation or concession (financial or otherwise) to any third party party, (E) make any payment to third parties or otherwise suffer any similar detriment, (F) subject to the Company's compliance with Section 9.03, Section 9.04 and Section 9.05(a), obtain or seek to obtain any consent or approval required for the consummation of the Offer Transactions, (G) waive or forego any right, remedy or condition hereunder, or (H) provide financing to Buyer or Merger Sub for the Merger. No party hereto shall take any action consummation of the Transactions; provided that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and will be permitted to grant accommodations or concessions regarding any of the Parent Approvalsforegoing in its sole discretion so long as such accommodations or concessions (x) solely involve monetary payments included as Transaction Expenses in the Estimated Closing Statement to the extent such amounts are not paid before the Closing, from Governmental Entitiesor (y) are otherwise agreed in writing by Buyer.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby, including seeking to avoid the entry of, or to have reversed, terminated, lifted or vacated, any stay, temporary restraining order or other injunctive relief or order entered by any Governmental Entity that could prevent or delay the transactions or the consummation of the transactions contemplated hereby and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries or Parent or Merger Sub be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party (other than with respect to obtain Parent and Merger Sub, any filing fees to any Governmental Entity) for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to taketake promptly, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, as promptly as practicableand to satisfy all conditions to, the Offer and Offer, the Merger and the other transactions contemplated herebyhereby and to cause Merger Sub to purchase the Shares pursuant to the Offer on the earliest possible date following the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, including (i) the obtaining as promptly as practicable of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be reasonably necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining as promptly as practicable of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the other transactions contemplated hereby and hereby, (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however(v) in the case of Parent and Merger Sub, that if any vote of the Company’s stockholders is required by applicable Law to consummate any of the transactions contemplated hereby, voting the Shares held by it in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and (vi) if Merger Sub acquires sufficient Shares to merge Merger Sub and the Company without a vote of the Company’s stockholders, at the option of Parent (in its sole discretion) taking such actions as are necessary to cause the Company to be merged with and into Merger Sub with Merger Sub continuing as the surviving company in lieu of the Merger contemplated by Section 2.1. Notwithstanding anything set forth in this Agreement, under no event circumstances shall Parent or Merger Sub be required, and the Company and its Subsidiaries shall not be permitted (without Parent’s written consent in its sole discretion) or required, to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, the Company or any of its their respective Subsidiaries be required pursuant to pay prior to this Section 6.6 or otherwise in connection with obtaining the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary foregoing actions or nonactions, waivers, clearances, permits, consents, clearances, approvals, expirations, terminations and expirations authorizations of third parties or terminations of waiting periodsGovernmental Entities, including that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or the Company Approvals and its Subsidiaries (including after the Parent ApprovalsClosing Date, from Governmental Entitiesthe Surviving Corporation and its Subsidiaries) taken as a whole, in each case measured on a scale relative to the Company and its Subsidiaries taken as a whole (a “Materially Burdensome Condition”); provided, that, if requested by Parent, the Company will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Company only in the event the Offer Closing occurs.

Efforts. From the date hereof until the earlier of the Preferred Stock Closing and the date that this Agreement is terminated pursuant to Section 9.1, the Investor and the Company shall (a) Subject promptly file any and all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the terms transactions contemplated hereby, and conditions set forth use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (b) use commercially reasonable efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, or expirations or terminations of waiting periods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement, each Agreement and the consummation of the parties hereto shall transactions contemplated hereby and (ii) timely making all such filings and timely obtaining all such consents, permits, authorizations, waivers, clearances, approvals, expirations or terminations; (c) use its commercially reasonable best efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (d) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (and supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect of any filing, investigation or inquiry concerning the transactions contemplated hereby, and consult with the other party in advance of, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate in, such meeting, discussion or communication; and (e) use commercially reasonable efforts to take, or to cause to be taken, all actions, to fileother actions and do, or cause to be fileddone, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Offer and Merger Closings and the other transactions contemplated hereby, including (i) the obtaining of taking all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps such further action as may be necessary to obtain an approvalresolve such objections, clearanceif any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or waiver fromcompetition authorities of any other nation or other jurisdiction or any other person may assert under Law with respect to the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Investor or any of its Affiliates to avoid an action or proceeding by, enter into any agreement with any Governmental Entity, (ii) the obtaining of all necessary consentsor to consent to any authorization, approvals consent or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending approval of any lawsuits Governmental Entity, requiring the Investor or other legal proceedingsany of its Affiliates to hold separate or divest, whether judicial or administrativeto restrict the dominion or control of, challenging this Agreement any of its assets or the consummation businesses or any of the Offer stock, assets or business of the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedInvestor, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiestheir Affiliates.

Efforts. (a) Subject Upon the terms, and subject to the terms and conditions conditions, set forth in this Agreementherein, each of the parties hereto Parties shall cooperate and use its their respective reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents actions and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective the Transactions and the transactions contemplated by the other Transaction Documents and to cause the conditions to each respective Party’s obligation to close the Transactions as set forth in Article VII to be satisfied as promptly as reasonably practicable, the Offer including all actions and Merger and the other transactions contemplated hereby, including all things necessary for such Party to (i) comply promptly with all legal requirements which may be imposed on it with respect to this Agreement, the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals other Transaction Documents and the Parent Approvals, from Governmental Entities Transactions and the making of transactions contemplated by the other Transaction Documents (which actions shall include furnishing all necessary registrations information required by applicable Law in connection with Regulatory Approvals or filings with any Governmental Entity) and filings (ii) obtain any Regulatory Approval and any FAR Approval in connection with the Transactions and the taking of all steps as may transactions contemplated by the other Transaction Documents; provided that in connection with any consents required under FDI Laws, in no event will Purchaser or its Affiliates be necessary obligated to obtain an approval, clearancepropose or agree to accept any undertaking or condition, or waiver fromenter into any consent decree, to accept any operational restriction, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any other action that that, in each case, in the reasonable judgment of Purchaser, would reasonably be expected to prevent have a Business Material Adverse Effect. The Parties shall jointly develop, consult and cooperate with one another regarding, the strategy for obtaining any necessary approval of, or materially delay responding to any request from, inquiry by, or impede investigation by (including directing the receipt timing, nature and substance of all such responses) any Governmental Entity in connection with this Agreement and the Transactions; provided that, in the event of any necessary actions conflict or nonactionsdisagreement between the Parties, waiversPurchaser shall have the right to direct the matter that is the subject of any such conflict or disagreement, consents, clearances, approvals, acting reasonably and expirations or terminations following consultation with Xxxxxx and after considering in good faith all comments and advice of waiting periods, including the Company Approvals Xxxxxx (and the Parent Approvals, from Governmental Entitiesits counsel).

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action Action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any material fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesagreement.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, and shall request each of KMP and the Company Joint Ventures to, use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to dodo promptly, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, consents and approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Merger under any Contract (other than de minimis amounts or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt if Parent and Merger Sub have provided adequate assurance of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesrepayment).

Efforts. (ad) Subject to the terms and conditions set forth in of this Agreement, each of Parent and the parties hereto Company shall, and shall cause their respective Subsidiaries to use its reasonable best efforts (i) to take, or to cause to be taken, all actionsactions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Annex A and Article VII hereof, to fileconsummate the transactions contemplated by this Agreement, or cause including the Transactions, as promptly as practicable and (ii) to be filed, all documents and to do, or to cause to be done, and to assist obtain (and to cooperate with the other parties Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third Person which is required to be obtained by Parent or the Company or any of their respective Subsidiaries in doingconnection with the Transactions and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. Parent shall, and shall cause its Subsidiaries to, promptly take any and all things necessarysteps necessary to avoid or eliminate each and every impediment and obtain all consents under the HSR Act and any other applicable U.S. or foreign competition, proper antitrust, merger control or advisable investment Laws (together with the HSR Act, “Antitrust Laws”) that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as to enable the Parties to consummate and make effective, the Transactions as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the Offer and Merger sale or disposition of, or prohibition or limitation on the ownership or operation by Parent and the other transactions contemplated herebyCompany or any of their respective Subsidiaries of, including (i) the obtaining of all necessary actions such assets or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps businesses as may be necessary required in order to obtain an approval, clearance, or waiver fromavoid the entry of, or to avoid an effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Transactions. Further, and for the avoidance of doubt, Parent will take any and all actions necessary in order to ensure that (x) no requirement for any non-action by or consent or approval of the FTC, the Antitrust Division of the Department of Justice or any other Governmental Entity with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding by, with respect to any Governmental Entity, Antitrust Laws and (iiz) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of no other matter relating to any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Antitrust Laws would preclude consummation of the Offer or the Merger and by the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesOutside Date.

Efforts. (a) Subject From and after the date hereof, and subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Purchaser and Seller shall, and shall cause their respective Affiliates to, use its their respective reasonable best efforts to take, or to cause to be taken, all actions, and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective, effective as promptly as practicable, reasonably practicable the Offer and Merger Transaction and the other transactions contemplated herebyby this Agreement, including (i) the obtaining preparation and filing of all necessary actions or nonactionsforms, waiversregistrations, consents, clearances, approvals, Filings and expirations or terminations of waiting periods, including notices required to be filed to satisfy the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary conditions precedent to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or (including those set forth in Section 8.1) and to consummate the consummation of the Offer or the Merger Transaction and the other transactions contemplated hereby by this Agreement as soon as practicable and (vii) the execution and delivery of any additional instruments reasonably necessary to consummate the Transaction and the other transactions contemplated hereby; providedby this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, howeverPurchaser and Seller shall, that and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain (and shall cooperate with each other in no event obtaining) any Regulatory Approvals (which actions shall include promptly furnishing the Company other party (or the applicable Governmental Entity) with all information reasonably required in connection therewith) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Entity (or Subsidiaries thereof) or any of their Affiliates in connection with the Transaction or the other transactions contemplated by this Agreement, including that Seller or the Purchased Entity shall as soon as practicable and, in any event, no later than required by applicable Law, prepare and file with the relevant Governmental Entity any notices required in connection with the Transaction. With respect to any applicable Regulatory Approvals under Financial Services Requirements and Gaming Laws not set forth on Section 3.5 of the Seller Disclosure Schedules, each Party agrees to use its Subsidiaries be reasonable best efforts and cooperate with the other Parties (A) in determining if any such Regulatory Approvals are not required in connection with the Transactions contemplated by this Agreement, and (B) if determined by the Parties that any such Regulatory Approvals are required, in timely making any filings required to pay prior be made by it to obtain such required Regulatory Approvals. Seller and the Board Appointment Date any fee, penalties Purchased Entity (and its Subsidiaries) shall cooperate in good faith with Purchaser (or other consideration its legal counsel) to satisfy all required obligations in relation to any third party required Filings to obtain any consent or approval required for the consummation be made by Purchaser in respect of the Offer or the MergerTransaction. No party hereto Additionally, Purchaser and Seller shall not, and shall cause their respective Subsidiaries not to, take any action after the date of this Agreement that would reasonably be expected to prevent impair or materially delay the obtaining of, or impede result in not obtaining, any Regulatory Approval necessary to be obtained prior to the receipt of any necessary actions or nonactionsClosing. Without limiting the foregoing, waivers, consents, clearances, approvalsPurchaser and Seller shall not, and expirations shall cause their respective Subsidiaries not to, acquire or terminations enter into a definitive agreement to acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or merge or consolidate with any other Person, if such transaction would reasonably be expected to materially impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval required to be obtained to satisfy the conditions set forth in Section 8.1(a). Purchaser and Seller shall not, without the prior written consent of the other party, extend or offer or agree to extend any waiting periodsperiod under the HSR Act or any other Regulatory Law or other Law under which a Regulatory Approval is required, including or enter into any agreement with any Governmental Entity related to this Agreement, the Company Approvals other Transaction Documents, the Amended and Restated LLC Agreement or the Parent Approvals, from Governmental Entitiestransactions contemplated by this Agreement.

Efforts. (a) Subject to From the terms and conditions set forth in this Agreement, each date hereof until the earlier of the parties hereto Closing and the date that this Agreement is terminated, the Investors and the Company shall (i) use its commercially reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the each other parties in doing(A) determining whether any filings are required to be made with, all things necessaryor consents, proper or advisable to consummate and make effectivepermits, as promptly as practicable, the Offer and Merger and the other transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactionsauthorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, permits, authorizations or approvals; (ii) use commercially reasonable efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (iii) promptly inform the other party of any substantive meeting, discussion, or communication with any Governmental Entity (other than any taxing authority) (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information or as necessary to preserve attorney-client privilege) in respect of any filings, investigation or inquiry concerning the transactions contemplated hereby, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat and (iv) use commercially reasonable efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate the Closing and the other transactions contemplated hereby, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of taking all necessary registrations and filings and the taking of all steps such further action as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of noticeresolve such objections, if requiredany, as may be asserted under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and (v) the execution and delivery of any additional instruments reasonably necessary Law with respect to consummate the transactions contemplated hereby; provided, however, that in no event . The Company shall reimburse the Company or any Investors for all filing fees incurred by the Investors with respect to all filings contemplated by this Section ‎4.3 within five Business Days of its Subsidiaries be required to pay prior the date each such fee is invoiced by such Investors to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental EntitiesCompany.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each Each of the parties hereto Company, Parent and Merger Sub shall use its respective reasonable best efforts to (i) take, or to cause to be taken, all actions, to file, or cause to be filed, all documents appropriate action and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effectiveeffective the Merger, the Offer and the other transactions contemplated by this Agreement as promptly as practicable; (ii) take all such actions (if any) as may be required to cause the expiration of the notice periods under Competition Laws with respect to such transactions as promptly as practicable after the execution of this Agreement; (iii) (I) obtain as promptly as practicable (A) from any Governmental Entity any and all consents, notices, licenses, permits, waivers, approvals, authorizations, orders, registrations, rulings and clearances required to be obtained by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, to effect the Closing as promptly as practicable, and in any event not later than three Business Days prior to the Offer Outside Date, and Merger to avoid any action or proceeding by any Governmental Entity or any other Person, in connection with the authorization, execution and delivery of this Agreement and the other consummation of the transactions contemplated hereby, including the Merger and the Offer, and (iB) the obtaining of from any Third Party any and all necessary actions or nonactionsconsents, notices, licenses, permits, waivers, approvals, authorizations and registrations that are required to be obtained or made by Parent, Merger Sub or the Company, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement, and in the case of this clause (B), such consents and notices set forth in Annex C and such other consents and notices to the extent that Parent, Merger Sub and the Company reasonably determine, after consultation and cooperation with one another, that such consent or notice should be obtained or made; and (II) prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, ruling requests, and other documents necessary to obtain the consents, clearances, approvalsapprovals and other deliverables set forth in clauses (A) and (B) above, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of take all necessary registrations and filings and the taking of all 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, (ii) the obtaining of all necessary such consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, and other deliverables; (iv) cause the defending satisfaction of any all conditions to the Offer set forth in Annex A and cause the satisfaction of all conditions to the Merger set forth in Article 7, in each case, within its control; (v) defend and seek to prevent the initiation of all actions, lawsuits or other legal proceedingslegal, whether judicial regulatory or administrative, other Proceedings to which it is a party challenging or affecting this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby and by this Agreement, in each case until the issuance of a final, nonappealable Order; (vvi) seek to have lifted or rescinded any injunction or restraining order that may adversely affect the execution and delivery ability of any additional instruments reasonably necessary the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, nonappealable Order; providedand (vii) as promptly as reasonably practicable after the date hereof, howevermake all necessary filings, and thereafter make any other required submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Merger and the Offer required under any other applicable Law, provided that in no event all filing fees related to the filings by the Parties under any Competition Laws shall borne by Parent. Notwithstanding anything to the contrary herein, the Company or any of its Subsidiaries shall not be required to pay prior to the Board Appointment Date Effective Time to pay any consent or other similar fee, penalties “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any third party Contract), or the provision of additional security (including a guaranty) or otherwise incur or assume or agree to obtain incur or assume any consent or approval required for liability that is not conditioned upon the consummation of the Offer Merger, to obtain any consent, waiver or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt approval of any necessary actions or nonactionsPerson (including any Governmental Entity) under any Contract. Each Party shall file no later than 20 Business Days after the date of this Agreement the notification and report forms required under the HSR Act, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including unless the Company Approvals and the Parent Approvals, from Governmental EntitiesParties mutually agree in writing that a filing is not necessary.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its their respective reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement as soon as practicable, including (i) the preparing and obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, approvals and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the preparing and making of all necessary registrations registrations, filings and filings notices and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action Action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) satisfying the giving Tender Offer Conditions and the conditions to the consummation of notice, if required, under real property leasesthe Merger set forth in Article VII, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or and the Merger and the other transactions contemplated hereby by this Agreement and (v) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent consents or approval approvals required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Merger. No party hereto shall take any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesagreement.

Efforts. (a) Subject From and after the date hereof, subject to the terms Section 5.1(c), Purchaser and conditions set forth in this Agreement, each of the parties hereto Seller shall (and shall cause their respective Affiliates to) use its reasonable best efforts to take, or to cause to be taken, all actions, and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective, as promptly as practicable, effective in the Offer and Merger most expeditious manner possible the Transaction and the other transactions contemplated herebyby this Agreement, including (i) the obtaining preparation and filing of all necessary actions or nonactionsforms, waivers, consents, clearances, approvals, registrations and expirations or terminations of waiting periods, including notices required to be filed to consummate the Company Approvals Transaction and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps other transactions contemplated by this Agreement as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entitysoon as practicable, (ii) the obtaining execution and delivery of all any additional instruments necessary consentsto consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, approvals or waivers from third parties, and (iii) during the giving pendency of noticethis Agreement, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedingsproceedings brought by any Governmental Entity, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger Transaction and the other transactions contemplated hereby by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Without limiting the foregoing, subject to Section 5.1(c), Purchaser and Seller shall (vand, Purchaser shall cause its “ultimate parent entity,” as such term is generally determined in accordance with applicable Antitrust Laws, to) the execution and delivery of any additional instruments use reasonable best efforts to take all actions reasonably necessary to consummate obtain (and shall reasonably cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information reasonably required in connection with such Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Subsidiaries in connection with the Transaction or the other transactions contemplated hereby; providedby this Agreement. Additionally, howeversubject to Section 5.1(c), that each of Purchaser and Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in no event Section 7.1) and Purchaser shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger. No party hereto shall not take any action after the date of this Agreement that would reasonably be expected to prevent impair or materially delay the obtaining of, or impede result in not obtaining, any Regulatory Approval (excluding any such Regulatory Approval required in connection with the receipt Pre-Closing Reorganization, but solely to the extent resulting from any changes to the Pre-Closing Reorganization made in accordance with Section 5.13 after the date hereof) necessary to be obtained prior to the Closing. To the extent that transfers of any necessary actions Permits are required as a result of the execution of this Agreement or nonactionsthe consummation of the Transaction or the other transactions contemplated by this Agreement, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesparties hereto shall use reasonable best efforts to effect such transfers.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesdelayed.

Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and the Company shall cause each of its Subsidiaries to, use its all reasonable best efforts to taketake promptly, or to cause to be taken, all actions, and to filedo promptly, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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, as promptly as practicable, effective the Offer and Merger and the other transactions contemplated herebyby this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Specified Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or Offer, the Merger and the other transactions contemplated hereby by this Agreement and (viv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated herebyby this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date Effective Time any fee, penalties penalty or other consideration to any third party to obtain for any consent or approval required for the consummation of the Offer transactions contemplated by this Agreement under any contract or the Mergeragreement (other than de minimis amounts or if Parent and Merger Sub have provided adequate assurance of repayment). No Neither party hereto shall take any action that is intended or would reasonably be expected to, individually or in the aggregate, result in any of the Tender Offer Conditions or the conditions to prevent the Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesdelayed.

Efforts. (a) Subject to the other terms and conditions set forth in of this Agreement, each of the parties hereto shall use its respective reasonable best efforts to take, or to cause to be taken, all actions, actions and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to, as promptly as reasonably practicable following the date of this Agreement, consummate the Closing. In furtherance of the foregoing, to the extent required under the HSR Act, the Purchaser and the Company agree to each promptly, and in any event within ten (10) business days, following the date hereof make any filings required under the HSR Act and agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary, proper or advisable to consummate and make effective, cause the expiration or termination of the applicable waiting periods under the HSR Act as promptly soon as practicable, including, to the Offer and Merger and extent then available, by requesting early termination of the other transactions contemplated herebywaiting period provided for under the HSR Act. Each party shall, including in connection therewith, use its commercially reasonable efforts to: (i) cooperate in all respects with the obtaining of all necessary actions other party or nonactions, waivers, consents, clearances, approvals, its affiliates in connection with any filing or submission and expirations in connection with any investigation or terminations of waiting periodsother inquiry, including any proceeding initiated by a private person; (ii) keep the Company Approvals and the Parent Approvals, from Governmental Entities and the making other party reasonably informed of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, any communication received by such party or waiver its representatives from, or to avoid an action given by such party or proceeding byits representatives to, any Governmental Entitygovernmental authority and of any communication received or given in connection with any proceeding by a private person, (ii) in each case regarding the obtaining purchase of all necessary consents, approvals or waivers from third parties, the Shares; (iii) permit a representative of the giving other party and their respective outside counsel to review any communication given by it to, and consult with each other in advance of noticeany meeting or conference with, if requiredany governmental authority or, under real property leasesin connection with any proceeding by a private person, with any other person, and to the extent permitted by such governmental authority or other person, give a representative or representatives of the other party the opportunity to attend and participate in such meetings and conferences; (iv) in the defending of event a party’s representative is prohibited from participating in or attending any lawsuits meetings or other legal proceedingsconferences, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger and the other transactions contemplated hereby party shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the execution and delivery filing of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; providedmemoranda, howeverwhite papers, that in no event shall the Company or any of its Subsidiaries be required to pay prior to the Board Appointment Date any feefilings, penalties correspondence or other consideration to any third party to obtain any consent written communications explaining or approval required for defending the consummation purchase of the Offer Shares, articulating any regulatory or the Merger. No party hereto shall take competitive argument, and/or responding to requests or objections made by any action that would reasonably be expected to prevent or materially delay or impede the receipt of any necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesgovernmental authority.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions set forth in this Agreement, each of the parties hereto Seller shall use its reasonable best efforts to take, or to cause to be taken, all actions, and to filedo, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective, as promptly as practicable, effective in the Offer and Merger most expeditious manner possible the Transaction and the other transactions contemplated herebyby this Agreement, including (i) the obtaining preparation and filing of all necessary actions or nonactionsforms, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and notices required to be filed to consummate the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the giving of notice, if required, under real property leases, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer or the Merger Transaction and the other transactions contemplated hereby by this Agreement as soon as practicable and (vii) the execution and delivery of any additional instruments reasonably necessary to consummate the Transaction and the other transactions contemplated hereby; providedby this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, however, that Purchaser and Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in no event obtaining) any Regulatory Approvals (which actions shall the Company or any of its Subsidiaries be include furnishing all information required in connection with such Approvals) required to pay prior to be obtained or made by Purchaser, Seller, the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer Seller Entities or the MergerPurchased Entities in connection with the Transaction or the other transactions contemplated by this Agreement. No party hereto Additionally, each of Purchaser and Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to prevent impair or materially delay the obtaining of, or impede result in not obtaining, any Regulatory Approval necessary to be obtained prior to the receipt Closing. To the extent that transfers of any necessary actions Permits are required as a result of the execution of this Agreement or nonactionsthe consummation of the Transaction or the other transactions contemplated by this Agreement, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entitiesparties shall use reasonable best efforts to effect such transfers.