Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will Party shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, the Distribution Merger and the other transactions contemplated by this Agreement and by or before the Spin-Off Transaction Agreements, including using its reasonable best efforts Outside Date. Notwithstanding anything in this Agreement to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto Parties agree to, or to cause their ultimate parent entity (i)(Aas such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (Bii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use or any other applicable Antitrust Law. Parent shall, with the prompt reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods under the HSR Act as soon as practicableCompany, and (ii) use reasonable best efforts to take, be responsible for making any filing or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper notification required or advisable under applicable Law the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to obtain all other required waivers, consents by the Company and approvals from Governmental EntitiesParent in writing. The parties will Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any party hereto such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust LawsLaws applicable to the Offer and the Merger, (B) to the extent permitted unless prohibited by such applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetingsmeetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust LawsLaws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust LawsLaws applicable to the Offer and the Merger, to promptly notify the other party Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one party Party to the other may be made on an outside counsel basis only basis, if appropriate. Nothing Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take all meetings and communications with any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the ClosingGovernmental Entity in connection therewith.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the MergerTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Distribution and consummation of the other transactions contemplated by Transactions. Notwithstanding the foregoing, but subject to the provisions of the following sentences, nothing in this Agreement and the Spin-Off Transaction Agreementsshall require Parent, including using its reasonable best efforts to obtain all necessary actions Merger Sub I or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust LawsMerger Sub II to, and no Acquired Company shall, without the prior written consent of Parent, agree to make all necessary registrations and filings and take all steps as may be necessary any material modification to obtain such required waiveror material accommodation under any Contract or pay any material fee, penalty or other consideration to any third party for any consent or approval from any Governmental Entityrequired for the consummation of the Transactions. In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to make (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable with respect to the Transactions within twenty (and in any event within ten (1020) Business Days after from the date of this Agreement), hereof and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and including by requesting early termination of the waiting period provided for in the HSR Act, (ii) use reasonable best efforts to takeif required, or cause to be taken, all actions appropriate filings under any Regulatory Law as soon as reasonably practicable and to do, or cause to be done, all things (iii) any other necessary, proper or advisable under registrations, filings and notices. Subject to applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one anotherLaw, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, except as required by any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, neither Parent nor the Company shall agree to give each extend any waiting period under the HSR Act or any other an opportunity to participate in each Regulatory Law without the prior written consent of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of party. Parent shall pay the substance of such communication, (E) filing fee for the Notification and Report Forms filed under the HSR Act and any other filings required pursuant to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing5.6(a).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, prior each of the parties shall and shall cause each of their respective Subsidiaries and their respective Affiliates to the Effective Time, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to reasonably assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law to consummate the Mergerand make effective, as promptly as reasonably practicable, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction AgreementsAgreement, including using its reasonable best efforts (i) taking all actions necessary to obtain cause the conditions to Closing required to be satisfied by such party set forth in Article VI to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Entity in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or non-actionsnonactions, waivers, consents and approvals from Governmental Entities, including any required action Entities or non-action under Antitrust Laws, other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement and to make the making of all necessary or advisable registrations and filings (including filings with Governmental Entities, if any) and take the taking of all reasonable steps as may be necessary or advisable to obtain such required waiveran approval or waiver from, consent or approval from to avoid an Action by, any Governmental Entity. In furtherance and not Entity or other Persons necessary in limitation connection with the consummation of the foregoingtransactions contemplated by this Agreement, (iv) subject to Section 5.7(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, against such party challenging this Agreement or the parties hereto agree consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (i)(Av) make an appropriate filing of a Notification executing and Report Form pursuant delivering any additional instruments necessary or advisable to consummate the HSR Act as promptly as practicable (transactions contemplated by this Agreement and in any event within ten (10) Business Days after to fully carry out the date purposes of this Agreement, other than in the case of each of clauses (i) through (v), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant with respect to the HSR Act and use reasonable best efforts to take all registrations, filings, approvals, consents, authorizations or orders, lawsuits or other actions necessarylegal proceedings, proper from or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity or the expiration of any waiting periods, in each case relating to any Antitrust Laws, (Bwhich are the subject of Section 5.7(b) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (Cand Section 5.7(c) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in not this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the MergerTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Distribution consummation of the Transactions; provided, however, that the parties hereto acknowledge and agree that all obligations of Parent, Merger Sub, Merger LLC and the other transactions contemplated Company relating to the Debt Financing shall be governed exclusively by Section 5.19, and not by this Section 5.7. Notwithstanding the foregoing, nothing in this Agreement and the Spin-Off Transaction Agreementsshall require Parent, including using its reasonable best efforts to obtain all necessary actions Merger Sub or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust LawsMerger LLC to, and no Acquired Company shall, without the prior written consent of Parent, agree to make all necessary registrations and filings and take all steps as may be necessary any modification to obtain such required waiveror accommodation under any Contract or pay any fee, penalty or other consideration to any third party for any consent or approval from any Governmental Entityrequired for the consummation of the Transactions. In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to (i)(A) make, if required, appropriate filings under any Regulatory Law, and each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable with respect to the Transactions within a reasonable time period not to exceed thirty (and in any event within ten (1030) Business Days after days from the date of this Agreement), hereof and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted including by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party requesting early termination of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to waiting period provided for in the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the ClosingHSR Act.

Further Action; Efforts. (a) Subject to Each Party shall (and, in the terms case of Parent, cause each of its subsidiaries and conditions of this Agreementcontrolled Affiliates (collectively, prior to the Effective Time, each party will “Parent Group”) to) use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law Laws and regulations or pursuant to any contract or agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the End Date) and consummate the Transactions as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, and to obtain as promptly as reasonably practicable (and in any event no later than the End Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental EntityTransactions expeditiously. In furtherance and not in limitation of the foregoing, each Party hereto agrees in the parties hereto agree event that a filing is required pursuant to (i)(A) the HSR Act with respect to the Transactions, to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after following the date of this Agreement)hereof, and (B) to use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act any applicable Antitrust Law and to use its reasonable best efforts to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act as soon as practicable, . Parent will be solely responsible for and (ii) use reasonable best efforts pay all filing fees payable to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable Governmental Entities under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the ClosingLaw.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Regulatory Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust LawsTransactions, and no party hereto shall fail to make all necessary registrations and filings and take all steps as may or cause to be necessary taken any action that would reasonably be expected to obtain such required waiverprevent, consent materially impede or approval from any Governmental Entitymaterially delay the consummation of the Transactions. In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to make (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event with respect to the Transactions within ten (10) Business Days after from the date of this Agreement), hereof (unless a later date is mutually agreed between the parties) and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable, and including by requesting early termination of the waiting period provided for in the HSR Act, (ii) use reasonable best efforts appropriate filings under any other Regulatory Law with respect to take, or cause to be taken, all actions the Transactions as soon as reasonably practicable and to do, or cause to be done, all things (iii) any other necessary, proper or advisable registrations, filings and notices with respect to the Transactions. Subject to applicable Law, and except as required by any Governmental Entity, the Company shall not agree to extend any waiting period under the HSR Act or any other Regulatory Law applicable Law to obtain all other required waivers, consents and approvals from Governmental Entitiesthe Transactions without the prior written consent of Parent. The parties will also consult filing fee for the Notification and cooperate with one another, Report Forms filed under the HSR Act and consider in good faith the views of one another, in connection with, and provide to the any other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Regulatory Law filings in connection with proceedings under or relating the Transactions required pursuant to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a5.6(a) shall require be split fifty percent (50%) by Parent and fifty percent (50%) by the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the ClosingCompany.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the MergerTransactions, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain including: (i) obtaining all necessary actions or non-actions, waivers, consents consents, qualifications and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, Entities and to make making all necessary registrations and registrations, filings and take notifications and taking all reasonable steps as may be necessary to obtain such required waiveran approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) obtaining all necessary consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, but excluding any lawsuits or other legal proceedings brought by or against any Insurance Regulator; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement (it being acknowledged and agreed that no Parent Company shall be obligated to, and no Acquired Company shall, without the prior written consent of Parent (which consent shall be in the sole discretion of Parent), in connection with the actions contemplated by the foregoing clauses (ii) and (iv), agree to any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to any third party for or relating to any consent or approval from any Governmental Entityrequired for the consummation of the Transactions). In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to (i)(A) make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable with respect to the Transactions within a reasonable time period not to exceed fifteen (and in any event within ten (1015) Business Days days after the date of this Agreement), hereof and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and use reasonable best efforts to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts including by requesting early termination of the waiting period provided for in the HSR Act. Each party hereto agrees to takemake appropriate filings of Applications for Approval of Acquisition of Control Statements, or cause “Form A” statements, and all related filings, with respect to be takenthe Transactions with the applicable Insurance Regulators, all actions as applicable, as soon as practicable after the date hereof and to do, or cause supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to be done, the Insurance Laws and to take all things other commercially reasonable actions necessary, proper or advisable under applicable Law to obtain all other required waivers, the applicable consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingapplicable Insurance Regulators as soon as practicable.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Company Material Contracts to which the Company or any of the Company Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will of the Company, Parent and Merger Sub shall use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Law to consummate the MergerTransactions, the Distribution including, (i) making all appropriate filings and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations submissions (and filings and take all steps as may submissions considered by Parent to be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(Aadvisable) make an appropriate filing of a Notification and Report Form pursuant to under the HSR Act and with any other Governmental Authority pursuant to any other applicable Antitrust Laws or otherwise as determined by Parent, as promptly as practicable (and practicable, but in any no event within later than ten (10) Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and (B) supply shall make as promptly as practicable any additional information and documentary material that may be requested pursuant to other appropriate submissions under other applicable Antitrust Laws, (ii) obtaining as promptly as practicable the termination of any waiting period under the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any foreign Antitrust Laws, (iii) cooperating and consulting with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) to the extent permitted by timely making all such Governmental Entityfilings and timely seeking all such consents, to give each other an opportunity to participate in each of such meetingsapprovals, (C) to the extent practicablepermits, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to notices or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingauthorizations.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party will parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the cooperate with each other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and order to do, or cause to be done, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date (subject to the terms of this Agreement), including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer, the Merger and the other transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act and Foreign Antitrust Laws; (ii) using reasonable best efforts to defend all lawsuits and other required waiversproceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Offer, consents the Merger and approvals from the other transactions contemplated hereby; and (iii) using reasonable best efforts to resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entities. The parties will also consult Entity and cooperate with one anotherto prevent the entry of any court order, and consider in good faith to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the views consummation of one anotherthe Offer, in connection with, the Merger and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted transactions contemplated by or on behalf this Agreement. In clarification of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, such reasonable best efforts of Omron, Parent and Merger Sub shall exclude, to the parties hereto agree extent such actions would, individually or in the aggregate, have a material adverse effect on the business of Omron, Parent or, after the Effective Time, the Surviving Corporation, any obligation of Omron, Parent or Merger Sub to hold separate, divest or enter into a consent agreement or assume any obligation (whether structural or behavioral) with regard to (A) to give each other reasonable advance notice any of all meetings with any Governmental Entity relating to any Antitrust Lawsthe businesses, product lines or assets of Omron or Parent, (B) after the Effective Time, any of the businesses, product lines or assets of the Surviving Corporation or any of its Subsidiaries acquired pursuant to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, this Agreement and/or (C) to after the Effective Time, the Surviving Corporation or any of its Subsidiaries. To the extent practicablesuch reasonable best efforts of Omron, Parent and/or Merger Sub would require Omron, Parent and/or Merger Sub to give each other reasonable advance notice of all substantive oral communications with hold separate, divest or enter into a consent agreement or assume any Governmental Entity relating to any Antitrust Laws, obligation (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposalswhether structural or behavioral) with a Governmental Entity regarding any Antitrust Laws and (F) regard to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or any of its Subsidiaries to take or agree to take any action with respect to its business of their respective businesses, product lines or operations unless assets, Parent’s, Omron’s and/or the effectiveness Company’s effectuation of such agreement or action is conditioned actions shall be contingent upon the Closingconsummation of the Offer and the Merger. Notwithstanding anything to the contrary in this Agreement, no action taken by Parent pursuant to this Section 6.6 shall entitle Parent to any reduction of the Offer Price or the Merger Consideration.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Timeincluding Section 6.2(d) and Section 6.2(e), each party will shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate complete and make effective the Merger, sale of the Distribution Purchased Assets and the other transactions contemplated by this Agreement and in the Spin-Off Transaction Agreementsmost expeditious manner practicable. Without limiting the foregoing sentence, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree each party agrees to (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event A) within ten five (105) Business Days after the date of this AgreementAgreement (unless a later time is mutually agreed between the Parties), make or amend appropriate filings, if required, of “Notification and (B) supply as promptly as practicable any additional information and documentary material that may be requested Report Forms” pursuant to the HSR Act (the “HSR Filing”), (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities and use reasonable best efforts to take all other actions necessary(C) as promptly as practicable and advisable, proper after the date of this Agreement, make appropriate filings under any Healthcare Law that are necessary or advisable to cause in connection with the expiration or termination completion of the applicable waiting periods under the HSR Act as soon as practicable, transactions contemplated by this Agreement; and (ii) use reasonable best efforts to takeas promptly as practicable and advisable, or cause to be takenafter the date of this Agreement, all actions prepare and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain submit all other filings, notifications, information updates and other presentations required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under seeking, and obtain, all consents, approvals, clearances, expirations or relating to any Antitrust Laws. Without limiting the foregoingterminations of waiting periods, the parties hereto agree non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (A“Consents”) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating or other third party, in each case that are necessary or advisable in connection with the completion of the transactions contemplated by this Agreement (including Pharmacy Approvals), and to assist and cooperate with the other party in connection with the foregoing; provided, that the Company shall have no obligation to pay any fee to any Antitrust Lawsthird party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. Any such disclosures or provision Each of copies by one Parent and the Company shall use its commercially reasonable efforts to give all notices to, and obtain all consents from, all landlords party to the Acquired Leases, and the Parties shall bear the costs of any payments made to landlords party to the Acquired Leases in accordance with Section 2.2(e). Upon request from the Company, Parent agrees to provide a guarantee of Purchaser Sub’s obligations under any or all of the Acquired Leases in form and substance reasonably satisfactory to the landlord party to such Acquired Lease and the Company. Parent and Purchaser Sub shall collectively be solely responsible for all filing fees and other may costs associated with such requests and applications, including attorney fees and other costs incurred by Parent and Purchaser Sub in connection with the preparation of such requests and applications. The Company shall not, and shall not permit any of its subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be made on an outside counsel basis if appropriate. Nothing expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the completion of the transactions contemplated by this Agreement; provided, that nothing in this Section 5.7(a) Agreement shall require limit the ability of the Company or its Subsidiaries Affiliates or subsidiaries to take (i) engage in (A) “buy and operate” acquisitions involving acquisitions of ten (10) or agree fewer Retail Pharmacies in one transaction or a series of related transactions, or (B) “file buy” acquisitions, in the case of clauses (A) and (B), in the ordinary course of business consistent with past practice and after obtaining advice from the Company’s outside antitrust counsel, who shall have previously consulted with Parent’s outside antitrust counsel, that any such acquisition would not have the impact described in clauses (x) or (y) above, (ii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person that does not engage in commerce or affect commerce in the U.S. or (iii) engage in, consummate or enter into an Alternative Acquisition Proposal, or following the Non-Solicitation Period, engage in, enter into or consummate a definitive agreement relating to take an Acquisition Proposal, in each case, in accordance with Section 6.1. Parent shall not, and shall not permit any action of its subsidiaries to, engage in or enter into any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person involving the acquisition of Retail Pharmacies in the U.S., provided, that nothing in this Agreement shall limit the ability of Parent or its Affiliates or subsidiaries to (i) engage in (A) “buy and operate” acquisitions involving acquisitions of ten (10) or fewer Retail Pharmacies in one transaction or a series of related transactions, or (B) “file buy” acquisitions, in the case of clauses (A) and (B), in the ordinary course of business consistent with respect to its past practice and after obtaining advice from Parent’s outside antitrust counsel, who shall have previously consulted with the Company’s antitrust counsel, that any such acquisition would not have the impact described in clauses (x) or (y) in the preceding sentence, (ii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or operations unless otherwise) of the effectiveness assets or equity interests of such any Person that does not engage in commerce or affect commerce in the U.S. or (iii) engage in, consummate or enter into any agreement or action is conditioned upon providing for any of the Closingtransactions set forth on Section 6.2(a) of the Parent Disclosure Schedules.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Timeincluding Section 7.4(d), each party will shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Merger, the Distribution Mergers and the other transactions contemplated by this Agreement and in the Spin-Off Transaction Agreementsmost expeditious manner practicable. Without limiting the foregoing sentence, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree each party agrees to (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event A) within ten five (105) Business Days after the date of this AgreementAgreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) supply as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any additional information and documentary material Healthcare Law or Insurance Law that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper are necessary or advisable to cause in connection with the expiration Mergers or termination any of the applicable waiting periods under the HSR Act as soon as practicable, other transactions contemplated by this Agreement; and (ii) use reasonable best efforts to takeas promptly as practicable and advisable, or cause to be takenafter the date of this Agreement, all actions prepare and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain submit all other filings, notifications, information updates and other presentations required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under seeking, and obtain, all consents, approvals, clearances, expirations or relating to any Antitrust Laws. Without limiting the foregoingterminations of waiting periods, the parties hereto agree non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (A“Consents”) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any Antitrust Lawsthird party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. Any such disclosures The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or provision enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of copies by one party not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the consummation of the Mergers or the other may be made on an outside counsel basis if appropriatetransactions contemplated by this Agreement. Nothing Notwithstanding anything set forth in the foregoing, nothing in this Section 5.7(a7.4(a) shall require permit Parent to enter into a transaction that would materially and adversely impact the Company ability of Parent or its Subsidiaries the Merger Subs to take obtain the Debt Financing (or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingalternative financing in lieu thereof).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law Laws to consummate the MergerOffer, the Distribution Merger and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant all filings required by applicable foreign Antitrust Laws with respect to the HSR Act Merger as promptly as practicable (and in any event within ten (10) Business Days after prior to the date expiration of this Agreement)any applicable legal deadline, and (Bii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entitiesany Antitrust Law. The parties will shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing Notwithstanding anything in this Section 5.7(a) Agreement to the contrary, Parent agrees, and shall require the Company or cause each of its Subsidiaries and Affiliates, to take any and all actions reasonably necessary to obtain any consents, clearances or agree approvals (x) required under or in connection with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”) or (y) to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger to occur prior to the Outside Date, including but not limited to (1) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (2) if necessary to obtain clearance by any Governmental Entity before the Outside Date, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or businesses of the Parent and its Subsidiaries and any other restrictions on the activities of Parent and its Subsidiaries and (3) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking other actions to prevent the entry, enactment or promulgation thereof; provided, however, Parent shall not be required to take any action if such action would, or would reasonably be expected to, have a material adverse impact on the Company or on Parent and its Subsidiaries, taken as a whole. Each party will bear the expenses and costs incurred by such party in connection with respect any competition filings and submissions which may be required by such party for the consummation of the Offer and the Merger pursuant to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingthis Agreement.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the MergerTransactions, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain including: (i) obtaining all necessary actions or non-actions, waivers, consents consents, qualifications and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, Entities and to make making all necessary registrations and registrations, filings and take notifications and taking all reasonable steps as may be necessary to obtain such required waiveran approval, consent clearance, non-action letter, waiver or approval exemption from any Governmental EntityEntity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) executing and delivering any additional documents or instruments reasonably necessary to consummate the Transactions and to carry out this Agreement. In furtherance and not in limitation of the foregoing, the parties hereto agree each party agrees to (i)(A) make make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable with respect to the Transactions within thirty (and in any event within ten (1030) Business Days days after the date of this Agreement), hereof and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and use reasonable best efforts to take all other reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts including by requesting early termination of the waiting period provided for in the HSR Act. Each party agrees to takemake, if required, appropriate filings of Applications for Approval of Acquisition of Control Statements, or cause “Form A” statements, and all related filings, with respect to the Transactions with the applicable Insurance Regulators, as applicable, within thirty (30) Business Days after the date hereof; provided, however, that any required pre-acquisition notice (Form E) filings, Form E exemption filings, and all related applications and filings with respect to the Transactions shall be taken, all actions submitted within forty (40) Business Days after the date hereof. Each party agrees to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to the Insurance Laws and to do, or cause to be done, take all things other reasonable actions necessary, proper or advisable under applicable Law to obtain all other required waivers, the applicable consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingapplicable Insurance Regulators as soon as practicable.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party will parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the cooperate with each other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and order to do, or cause to be done, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable after the date hereof, including (i) as promptly as practicable making all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act, the Exchange Act or any other applicable securities Laws and (ii) as promptly as practicable and to the extent requested by Parent, providing any notice to, and using reasonable best efforts to obtain all other any consent, waiver or approval from, any third party required waivers, consents and approvals from Governmental Entities. The parties in connection with the transactions contemplated by this Agreement under any Contract to which such party is a party; provided that (A) neither the Company nor any of its Subsidiaries will also consult and cooperate with one another, and consider in good faith the views of one anotherbe required, in connection withwith the foregoing, and provide to the other parties in advancegrant or offer to grant any accommodation or concession (financial or otherwise), or make any analysespayment, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of to any party hereto Person in connection with proceedings under seeking or relating to obtaining any Antitrust Laws. Without limiting the foregoingsuch consent, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, waiver or approval and (B) to for the extent permitted by such Governmental Entityavoidance of doubt, to give each other an opportunity to participate nothing in each this Agreement shall require Parent or any of such meetingsits Subsidiaries to, (C) to and the extent practicableCompany may not and may not permit any of its Subsidiaries to, to give each other reasonable advance notice without the prior written consent of all substantive oral communications with any Governmental Entity relating to any Antitrust LawsParent, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Lawsbecome subject to, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications consent to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take offer or agree to take any action with respect to its business or operations unless the effectiveness of such requirement, condition, limitation, understanding, agreement or action is conditioned upon order to (1) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any material assets or business, or any capital stock, of the ClosingCompany, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing or (2) impose any material restriction, requirement or limitation on the operation of any business of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing. Notwithstanding the foregoing or anything else to contrary, nothing in this Agreement shall require a waiver of any condition set forth in Article VI.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each party will shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the Merger, Offer by or before the Distribution and the other transactions contemplated by Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to to, (i)(Ai) in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Transactions as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), unless otherwise agreed to by the Company and Parent in writing) and (Bii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested (including pursuant to a second or similar request) pursuant to the HSR Act and use or any other Antitrust Law. Parent shall, with the reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods under the HSR Act as soon as practicableCompany, and (ii) use reasonable best efforts to takebe responsible for making any filing or notification, or cause to draft filing as may be takenthe case, all actions and to do, or cause to be done, all things necessary, proper required or advisable under applicable Law foreign Antitrust Laws as promptly as reasonably practicable after the date of this Agreement, unless otherwise agreed to obtain all other required waivers, consents by the Company and approvals from Governmental EntitiesParent in writing. The parties will shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by by, or on behalf of any of, such party hereto in connection with proceedings under or relating to any Antitrust Laws; provided, however, that Parent shall have the right to devise, control and direct the strategy and timing for, and making of all material decisions relating to (and shall take the lead in all meetings and communications with any Governmental Body relating to), obtaining any Consent of a Governmental Body contemplated by this Section 5.6, including resolving any Action related to any such Consent; provided, further, however, in devising, controlling and directing the strategy and timing for, and making of all material decisions relating to obtaining any Consent of a Governmental Body contemplated by this Section 5.6 Parent must at all times use its reasonable best efforts to consummate the Offer by or before the Outside Date. Without limiting the foregoing, the parties hereto agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with obtaining any Consent or any Action under or relating to Antitrust Laws or otherwise relating to or to facilitate a Remedy, (B) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust LawsLaws or otherwise relating to or to facilitate a Remedy, (BC) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (CD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (DE) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (EF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (FG) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis basis, if appropriate. Nothing Parent shall pay all filing fees in connection with any filings that may be required by this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing5.6(a).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior each of the parties shall use, and shall cause each of their respective Subsidiaries and, to the Effective Timeextent practicable, each party will use other Affiliates to use, respectively, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the cooperate with each other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and order to do, or cause to be done, all things necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including using reasonable best efforts to: (i) cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act; (ii) defend all lawsuits and other required proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; (iii) resolve any objection asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement and (iv) give, obtain or effect (as the case may be) as promptly as practicable following the date of this Agreement all (A) notices, acknowledgments, waivers, consents and permits, consents, approvals from Governmental Entities. The parties will also consult and cooperate with one anotheror other authorizations, and consider in good faith (B) amendments, supplements or other modifications required under any Contract to which the views Company or any of one anotherits Subsidiaries is a party or bound ((A) and (B) collectively, the “Third-Party Consents”), in connection witheach case that are necessary to be given, obtained or effected in order to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement (and, in any event, no later than the Outside Date), and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under the obligations in this clause (iv), neither the Company nor any of its Subsidiaries shall (A) make any payment of a consent fee, “profit sharing” payment or relating other consideration (including increased or accelerated payments) or (B) agree or commit to do any Antitrust Laws. Without limiting of the foregoing, in each case for the parties hereto agree purposes of giving, obtaining or effecting any Third-Party Consents without the prior consent of Parent (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Lawswhich consent shall not be unreasonably withheld, (B) conditioned, or delayed). Notwithstanding anything to the extent permitted by such Governmental Entitycontrary herein, neither the Company nor any of its Subsidiaries shall be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide any additional security (including a guaranty), to give each other an opportunity to participate obtain any such Third-Party Consents (except, in each the case of such meetingsthe Company, if requested by Parent and either (Ci) reimbursed or indemnified for by Parent or (ii) subject to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party occurrence of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing).

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental EntityTransactions. In furtherance and not in limitation of the foregoing, each of the parties hereto agree to Company, Parent and Merger Sub shall (i)(Ai) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and with any other Governmental Authority pursuant to any other applicable Antitrust Laws or otherwise, as promptly as practicable (and practicable, but in any no event within ten (10) later than 10 Business Days after the date of this Agreement)Agreement with respect to filing under the HSR Act, and (B) supply shall make as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessaryappropriate submissions under other applicable Antitrust Laws, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith as promptly as practicable the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf termination of any party hereto in connection with proceedings waiting period under or relating to the HSR Act and any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any applicable foreign Antitrust Laws, (iii) cooperate and consult with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and consummation of the Transactions and (B) to the extent permitted by timely making all such Governmental Entityfilings and timely seeking all such consents, to give each other an opportunity to participate in each of such meetingsapprovals, (C) to the extent practicablepermits, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to notices or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingauthorizations.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Timeincluding Section 6.2(d) and Section 6.2(e), each party will shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate complete and make effective the Merger, sale of the Distribution Purchased Assets and the other transactions contemplated by this Agreement and in the Spin-Off Transaction Agreementsmost expeditious manner practicable. Without limiting the foregoing sentence, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree each party agrees to (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event A) within ten five (105) Business Days after the date of this AgreementAgreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and (B) supply as promptly as practicable any additional information and documentary material that may be requested Report Forms” pursuant to the HSR Act (the “HSR Filing”), (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities and use reasonable best efforts to take all other actions necessary(C) as promptly as practicable and advisable, proper after the date of this Agreement, make appropriate filings under any Healthcare Law that are necessary or advisable to cause in connection with the expiration or termination completion of the applicable waiting periods under the HSR Act as soon as practicable, transactions contemplated by this Agreement; and (ii) use reasonable best efforts to takeas promptly as practicable and advisable, or cause to be takenafter the date of this Agreement, all actions prepare and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain submit all other filings, notifications, information updates and other presentations required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under seeking, and obtain, all consents, approvals, clearances, expirations or relating to any Antitrust Laws. Without limiting the foregoingterminations of waiting periods, the parties hereto agree non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (A“Consents”) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating or other third party, in each case that are necessary or advisable in connection with the completion of the transactions contemplated by this Agreement (including Pharmacy Approvals), and to assist and cooperate with the other party in connection with the foregoing; provided, that the Company shall have no obligation to pay any fee to any Antitrust Lawsthird party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. Any such disclosures or provision Each of copies by one Parent and the Company shall use its commercially reasonable efforts to give all notices to, and obtain all consents from, all landlords party to the Acquired Leases, and the Parties shall bear the costs of any payments made to landlords party to the Acquired Leases in accordance with Section 2.2(e). Upon request from the Company, Parent agrees to provide a guarantee of Purchaser Sub’s obligations under any or all of the Acquired Leases in form and substance reasonably satisfactory to the landlord party to such Acquired Lease and the Company. Parent and Purchaser Sub shall collectively be solely responsible for all filing fees and other may costs associated with such requests and applications, including attorney fees and other costs incurred by Parent and Purchaser Sub in connection with the preparation of such requests and applications. The Company shall not, and shall not permit any of its subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be made on an outside counsel basis if appropriate. Nothing expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the completion of the transactions contemplated by this Agreement; provided, that nothing in this Section 5.7(a) Agreement shall require limit the ability of the Company or its Subsidiaries Affiliates or subsidiaries to take (i) engage in (A) “buy and operate” acquisitions involving acquisitions of ten (10) or agree fewer Retail Pharmacies in one transaction or a series of related transactions, or (B) “file buy” acquisitions, in the case of clauses (A) and (B), in the ordinary course of business consistent with past practice and after obtaining advice from the Company’s outside antitrust counsel, who shall have previously consulted with Parent’s outside antitrust counsel, that any such acquisition would not have the impact described in clauses (x) or (y) above, (ii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person that does not engage in commerce or affect commerce in the U.S. or (iii) engage in, consummate or enter into an Alternative Acquisition Proposal, or following the Non-Solicitation Period, engage in, enter into or consummate a definitive agreement relating to take an Acquisition Proposal, in each case, in accordance with Section 6.1. Parent shall not, and shall not permit any action of its subsidiaries to, engage in or enter into any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person involving the acquisition of Retail Pharmacies in the U.S., provided, that nothing in this Agreement shall limit the ability of Parent or its Affiliates or subsidiaries to (i) engage in (A) “buy and operate” acquisitions involving acquisitions of ten (10) or fewer Retail Pharmacies in one transaction or a series of related transactions, or (B) “file buy” acquisitions, in the case of clauses (A) and (B), in the ordinary course of business consistent with respect to its past practice and after obtaining advice from Parent’s outside antitrust counsel, who shall have previously consulted with the Company’s antitrust counsel, that any such acquisition would not have the impact described in clauses (x) or (y) in the preceding sentence, (ii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or operations unless otherwise) of the effectiveness assets or equity interests of such any Person that does not engage in commerce or affect commerce in the U.S. or (iii) engage in, consummate or enter into any agreement or action is conditioned upon providing for any of the Closingtransactions set forth on Section 6.2(a) of the Parent Disclosure Schedules.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as reasonably possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to, or to cause their ultimate parent entity (i)(Aas such term is defined in the HSR Act) to, (i) make an appropriate filing Filing of a Notification and Report Form pursuant to the HSR Act and all other Filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the Filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), ) and (Bii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use or any other Antitrust Law. Parent shall, with the reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods under the HSR Act as soon as practicableCompany, and (ii) use reasonable best efforts to take, be responsible for making any Filing or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper notification required or advisable under applicable Law foreign Antitrust Laws within ten (10) Business Days after the date of this Agreement, unless otherwise agreed to obtain all other required waivers, consents by the Company and approvals from Governmental EntitiesParent in writing. The parties will also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and may provide to the other parties in advanceon a counsel-only basis as necessary, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis basis, if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as practicable and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to, or to cause their ultimate parent entity (i)(Aas such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as practicable (and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after from the date of this Agreement), hereof) and (Bii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all or any other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental EntitiesAntitrust Law. The parties will also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel/in-house counsel basis basis, if appropriate. Nothing Each party may, as each deems advisable and necessary, reasonably designate any such disclosures or provision of copies by one party to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and the information contained therein shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in this Section 5.7(a) shall require advance from the Company source of the materials or its Subsidiaries legal counsel; it being understood that materials provided pursuant to take this Agreement may be redacted (i) as necessary to comply with contractual obligations and (ii) as necessary to protect privileged attorney-client communications or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingattorney work product.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will shall, and shall cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the Merger, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to (i)(Ai) make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other applicable filings pursuant to the Foreign Regulatory Approvals with respect to the Merger as promptly as practicable (and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of the Agreement, the applicable filings (or draft filings where applicable) pursuant to the Foreign Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within twenty (20) Business Days after the date of this Agreement), Agreement and (B) supply all other applicable filings pursuant to the Foreign Regulatory Approvals must be made as promptly as practicable after the date of this Agreement; provided, further, that Parent shall not be in breach of this Section 5.8(a) with respect to Foreign Regulatory Approvals if any additional failure to make such filings (or draft filings where applicable) within such twenty (20) Business Day time period resulted from the Company’s breach of its obligations under this Section 5.8(a) with respect to Foreign Regulatory Approvals) and (ii) to make an appropriate response as promptly as practicable to any request for information and documentary material that may be requested made by a Governmental Body pursuant to the HSR Act and use or any other Antitrust Laws or Foreign Investment Laws. Parent shall, with the reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods under Company, be responsible for making any filing or notification required for the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entitiespurposes of the Foreign Regulatory Approvals. The parties will also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Foreign Investment Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each of the Company and the Acquiror agrees to use its reasonable best efforts to consummate the transactions contemplated hereby as soon as practicable after the date hereof. Subject to the Effective Timeterms and conditions of this Agreement, without limiting the foregoing, (i) each party will of the Company and the Acquiror agrees to use its reasonable best efforts to take, or cause to be taken, all actions and necessary to do, or cause to be done, comply promptly with all things necessary, proper or advisable legal requirements under applicable Law that may be imposed on itself with respect to consummate the Merger, transactions contemplated hereby (which actions shall include furnishing all information requested in connection with approvals of or filings with any Person or other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requests to any of them or any of their Affiliates in connection with the Distribution transactions contemplated hereby and (ii) each of the Company and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using Acquiror shall use its reasonable best efforts to obtain all necessary actions (and shall cooperate with each other in obtaining) any consent, authorization, order or non-actionsapproval of, waiversor any exemption by, consents any Governmental Entity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the transactions contemplated by this Agreement. Subject to the terms and approvals from Governmental Entitiesconditions set forth in this Agreement, including any required action or non-action under Antitrust Laws, each of the Company and the Acquiror agrees to make all necessary appropriate filings, notices and registrations and filings and take all steps with any Governmental Entity with respect to the transactions contemplated hereby as may be necessary promptly as practicable after the date of this Agreement in order to obtain such required waiverany consent, consent authorization, order or approval from of, or any exemption by, any Governmental EntityEntity required or advisable to be obtained or made by the Company or the Acquiror or any of their Affiliates in connection with the taking of any action contemplated thereby or by this Agreement. In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and an appropriate filing pursuant to the Federal Law of Economic Competition with respect to the transactions contemplated hereby as promptly as practicable (and in any event in the case of the filing pursuant to (A) the HSR Act, within ten (10) Business Days after of the date of this Agreement), hereof and (B) the Federal Law of Economic Competition, within fifteen (15) Business Days of the date hereof) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts the Federal Law of Economic Competition and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and the Federal Law of Economic Competition as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) shall request and shall use reasonable best efforts to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party obtain early termination of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to waiting period provided for in the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the ClosingHSR Act.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each party will the Company and Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, as promptly as practicable and, in any event, by or before the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction AgreementsOutside Date, including using its reasonable best efforts obtaining all Consents, registrations and declarations from any Governmental Body or third party necessary, proper or advisable to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entitiesconsummate the Transactions, including any required action or non-action under Antitrust Lawssuch Consents, and to make all necessary registrations and filings declarations required under the HSR Act and take all steps as may be necessary any other applicable Antitrust Laws or any applicable Foreign Investment Laws. Notwithstanding anything in this Agreement to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to to, (i)(Ai) in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws or Foreign Investment Laws with respect to the Transactions as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), unless otherwise agreed to by the Company and Parent in writing) and (Bii) use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested (including pursuant to a second or similar request) pursuant to the HSR Act and use or any other Antitrust Law or Foreign Investment Laws. Parent shall, with the reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods Company, have principal responsibility for any filing or notification, or draft filing as may be the case, required or deemed mutually advisable by both Buyer and the Company, under foreign Antitrust Laws and Foreign Investment Laws as promptly as reasonably practicable after the date of this Agreement, unless otherwise agreed to by the Company and Parent in writing. Neither Parent nor Company will withdraw any such filings or notifications, nor extend the timing for any review period by any Governmental Body in connection with obtaining any Consent, registration or declaration of a Governmental Body, without the prior written consent of the other party. Parent shall have principal responsibility for determining the timing, sequence and strategy of seeking all clearances, consents or approvals under the HSR Act as soon as practicableand other applicable Antitrust Laws and Foreign Investment Laws, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The provided that the parties will shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by by, or on behalf of any of, such party hereto in connection with proceedings under or relating to any Antitrust Laws and Foreign Investment Laws. Without limiting the foregoing, the parties hereto agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with obtaining any Consent, registration or declaration or any Action under or relating to Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (B) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (BC) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (CD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws or Foreign Investment Laws, (DE) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws or Foreign Investment Laws, to promptly notify the other party of the substance of such communication, (EF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws or Foreign Investment Laws and (FG) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws or Foreign Investment Laws. Any such disclosures or provision of copies by one party The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.6 as “outside counsel.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel; provided that materials provided pursuant to this Section 5.6 may be made on an outside counsel basis if appropriateTABLE OF CONTENTS redacted (i) to remove personally sensitive information; (ii) to remove references concerning the valuation of or future plans for the applicable business to which the information relates, (iii) as necessary to comply with contractual obligations, (iv) as necessary to comply with applicable Law and (v) as necessary to address reasonable privilege concerns. Nothing Parent shall pay all filing fees in connection with any filings that may be required by this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing5.6(a).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the MergerTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the Distribution and consummation of the other transactions contemplated by Transactions. Notwithstanding the foregoing, nothing in this Agreement and the Spin-Off Transaction Agreementsshall require Parent, including using its reasonable best efforts to obtain all necessary actions Merger Sub or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust LawsMerger LLC to, and no Acquired Company shall, without the prior written consent of Parent, agree to make all necessary registrations and filings and take all steps as may be necessary any modification to obtain such required waiveror accommodation under any Contract or pay any fee, penalty or other consideration to any third party for any consent or approval from any Governmental Entityrequired for the consummation of the Transactions. In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to make (i)(Ai) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable with respect to the Transactions within fifteen (and in any event within ten (1015) Business Days after from the date of this Agreement), hereof and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and including by requesting early termination of the waiting period provided for in the HSR Act, (ii) use reasonable best efforts to takeif required, or cause to be taken, all actions appropriate filings under any Regulatory Law as soon as reasonably practicable and to do, or cause to be done, all things (iii) any other necessary, proper or advisable under registrations, filings and notices within twenty (20) Business Days after the date hereof. Subject to applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one anotherLaw, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, except as required by any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, neither Parent nor the Company shall agree to give each other an opportunity to participate in each extend any waiting period under the HSR Act without the prior written consent of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communicationparty; provided, (E) to provide each other with a reasonable advance opportunity to review however, if Parent and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries disagree as to take or agree whether to take any action with respect to its business or operations unless extend the effectiveness of such agreement or action is conditioned upon the Closingperiod, Parent’s determination shall control.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as practicable and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested by a Governmental Body pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entitiesany Antitrust Law. The parties will also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel/in-house counsel basis basis, if appropriate. Nothing Notwithstanding the foregoing, Parent shall have the right to direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by (including directing the timing, nature and substance of all such responses), and shall have the right to lead all meetings and communications (including any negotiations) with, any Governmental Body that has authority to enforce any Antitrust Law. Each party may, as each deems advisable and necessary, reasonably designate any such disclosures or provision of copies by one party to the other party under this Agreement as “outside counsel/in-house counsel only.” Such designated materials and the information contained therein shall be given only to the outside legal counsel and in-house counsel of the recipient and shall not be disclosed by such outside counsel and in-house counsel to employees (other than in-house counsel), officers or directors of the recipient, unless express permission is obtained in this Section 5.7(a) shall require advance from the Company source of the materials or its Subsidiaries legal counsel; it being understood that materials provided pursuant to take this Agreement may be redacted (i) as necessary to comply with contractual obligations and (ii) as necessary to protect privileged attorney-client communications or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingattorney work product.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement Agreement, and the Spin-Off Transaction Agreements, including using its no party hereto shall fail to use reasonable best efforts to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated hereby. Each party shall use its commercially reasonable efforts to obtain all necessary actions consents with respect to the Contracts listed on Section 3.4 of the Company Disclosure Letter to the extent Parent requests that such consent be sought. Notwithstanding the foregoing, nothing in this Agreement shall require Parent or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust LawsMerger Sub to, and the Company shall not without the prior written consent of Parent, agree to make all necessary registrations and filings and take all steps as may be necessary any modification to obtain such required waiver, or accommodation under any Contract or undertake any liability in connection with obtaining any consent or approval from under any Governmental EntityContract. In furtherance and not in limitation of the foregoing, the parties each party hereto agree agrees to make, if required, appropriate filings under any Antitrust Law (i)(Aas defined in Section 5.6(d) make hereof), including an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (and in any event within ten (10) Business Days after of the date of this Agreement), hereof and (B) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) including by requesting early termination of the waiting period provided for in the HSR Act. The Company shall use reasonable best good faith efforts to take, or cause execute its existing plan to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under become compliant with applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with Payment Card Industry standards within a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies period of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingtime.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective TimeClosing, each party will the Company and Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, as promptly as practicable and, in any event, by or before the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction AgreementsOutside Date, including using its reasonable best efforts obtaining all Consents, registrations and declarations from any Governmental Body or third party necessary, proper or advisable to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entitiesconsummate the Transactions, including any required action or non-action under Antitrust Lawssuch Consents, and to make all necessary registrations and filings declarations required under the HSR Act and take all steps as may be necessary any other applicable Antitrust Laws or any applicable Foreign Investment Laws. Notwithstanding anything in this Agreement to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to to, (i)(Ai) in cooperation and consultation with each other, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws or Foreign Investment Laws with respect to the Transactions as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), unless otherwise agreed to by the Company and Parent in writing) and (Bii) use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested (including pursuant to a second or similar request) pursuant to the HSR Act and use or any other Antitrust Law or Foreign Investment Laws. Parent shall, with the reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods Company, have principal responsibility for any filing or notification, or draft filing as may be the case, required or deemed mutually advisable by both Buyer and the Company, under foreign Antitrust Laws and Foreign Investment Laws as promptly as reasonably practicable after the date of this Agreement, unless otherwise agreed to by the Company and Parent in writing. Neither Parent nor Company will withdraw any such filings or notifications, nor extend the timing for any review period by any Governmental Body in connection with obtaining any Consent, registration or declaration of a Governmental Body, without the prior written consent of the other party. Parent shall have principal responsibility for determining the timing, sequence and strategy of seeking all clearances, consents or approvals under the HSR Act as soon as practicableand other applicable Antitrust Laws and Foreign Investment Laws, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The provided that the parties will shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by by, or on behalf of any of, such party hereto in connection with proceedings under or relating to any Antitrust Laws and Foreign Investment Laws. Without limiting the foregoing, the parties hereto agree (A) to furnish to the other such information and assistance as the other may reasonably request in connection with obtaining any Consent, registration or declaration or any Action under or relating to Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (B) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, Foreign Investment Laws or otherwise relating to or to facilitate a Remedy Action, (BC) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (CD) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws or Foreign Investment Laws, (DE) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws or Foreign Investment Laws, to promptly notify the other party of the substance of such communication, (EF) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws or Foreign Investment Laws and (FG) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws or Foreign Investment Laws. Any such disclosures or provision of copies by one party The parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.6 as “outside counsel.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel; provided that materials provided pursuant to this Section 5.6 may be made on an outside counsel basis if appropriateredacted (i) to remove personally sensitive information; (ii) to remove references concerning the valuation of or future plans for the applicable business to which the information relates, (iii) as necessary to comply with contractual obligations, (iv) as necessary to comply with applicable Law and (v) as necessary to address reasonable privilege concerns. Nothing Parent shall pay all filing fees in connection with any filings that may be required by this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing5.6(a).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, prior to each of the Effective Time, each party will parties shall use its reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable (including under any Antitrust Law or Foreign Merger Control Law, including in connection with any filing relating to CFIUS, and including obtaining all approvals, consents, waivers of any third party necessary, proper or advisable) to consummate the transactions contemplated by this Agreement as soon as practicable, (ii) do all things necessary, proper or advisable under applicable Law laws and regulations to consummate the Merger, the Distribution Merger and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoing, the parties hereto agree to (i)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable (and in any event within ten (10) Business Days after the date of this Agreement), and (B) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or approval, or expiration of any applicable waiting period under, the HSR Act, any applicable Antitrust Law or any applicable Foreign Merger Control Law or with respect to CFIUS and (iiB) use using reasonable best efforts to take, or cause to be taken, defend all actions lawsuits and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted proceedings by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with before any Governmental Entity relating challenging this Agreement or the consummation of the Merger and (iii) resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Laws, (B) to the extent permitted Law or Foreign Merger Control Law raised by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating and to prevent the entry of any Antitrust Lawscourt order, (D) if and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity initiates a substantive oral communication regarding any Antitrust Lawsthat would prevent, to promptly notify prohibit, restrict or delay the other party consummation of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Lawstransactions contemplated by this Agreement. Any such disclosures or provision of copies by one party Notwithstanding anything to the other may be made on an outside counsel basis if appropriate. Nothing contrary set forth in this Section 5.7(a) Agreement, in no event shall require Parent or Merger Sub be obligated pursuant to this Agreement to, and the Company shall not without the written consent of Parent, divest or its Subsidiaries hold separate any assets or to take or agree commit to take any action with respect which would be reasonably likely to its (i) materially adversely impact the benefits expected to be derived by Parent, as a result of the transactions contemplated by this Agreement or (ii) impose material limitations on Parent’s ownership or operation (or that of any of Parent’s subsidiaries or affiliates) of all or a material portion of the Company’s business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingassets.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the Merger, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as reasonably possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to, or to cause their ultimate parent entity (i)(Aas such term is defined in the HSR Act) to, (i) make an appropriate filing Filing of a Notification and Report Form pursuant to the HSR Act and all other Filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the Filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this the Agreement), ) and (Bii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use or any other Antitrust Law. Parent shall, with the reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination cooperation of the applicable waiting periods Company, be responsible for making any Filing or notification required under foreign Antitrust Laws within ten (10) Business Days after the HSR Act as soon as practicabledate of this Agreement, unless otherwise agreed to by the Company and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental EntitiesParent in writing. The parties will hereto also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and may provide to the other parties in advanceon a counsel-only basis as necessary, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party hereto of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party hereto to the other may be made on an outside counsel basis basis, if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the MergerOffer, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to, or to cause their ultimate parent entity (i)(Aas such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as practicable (and in any event within ten prior to the expiration of any applicable legal deadline (10provided that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made on or before December 18, 2020) Business Days after the date of this Agreement), and (Bii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all or any other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental EntitiesAntitrust Law. The parties will also shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis basis, if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law Laws to consummate the Merger, the Distribution Merger and the other transactions contemplated Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement and to the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the foregoingcontrary, the parties hereto agree to, or to cause their ultimate parent entity (i)(Aas such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as practicable (and in any event prior to the expiration of any applicable legal deadline (provided that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), ) and (Bii) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all or any other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental EntitiesAntitrust Law. The parties also will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions opinions, and proposals made or submitted by or on behalf of any such party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity Body relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity Body relating to any Antitrust Laws, (D) if any Governmental Entity Body initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity Body regarding any Antitrust Laws and (F) to provide each other with copies of all substantive written communications to or from any Governmental Entity Body relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis basis, if appropriate. Nothing in Parent agrees that, between the date of this Section 5.7(a) shall require Agreement and the Company or Closing, neither Parent nor any of its Subsidiaries to take or agree to take shall enter into any action Contract with respect to its business a transaction described in Section 5.6(a) of the Company Disclosure Letter, if such transaction would reasonably be expected to prevent the consummation of the Merger by the Outside Date. Notwithstanding the foregoing, Parent shall control and lead all communications, negotiations, timing decisions and strategy on behalf of the parties hereto relating to any approval under the HSR Act or operations unless any other Antitrust Laws and any litigation matters pertaining to the effectiveness HSR Act or any other Antitrust Laws applicable to the Merger, and the Company shall take all reasonable actions to support Parent in connection therewith; provided that Parent shall consult in advance with, and consider in good faith the views of, the Company in respect of obtaining or concluding any such approvals or litigation matters; provided, further, that neither Parent nor the Company shall enter into any timing agreement with a Governmental Body regarding the timing of the Closing without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or action is conditioned upon the Closingdelayed).

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental EntityTransactions. In furtherance and not in limitation of the foregoing, each of the parties hereto agree to Company, Parent and Merger Sub shall (i)(Ai) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and with any other Governmental Authority pursuant to any other applicable Antitrust Laws or otherwise, as promptly as practicable (and practicable, but in any no event within ten (10) later than 10 Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and (B) supply shall make as promptly as practicable any additional information and documentary material that may be requested pursuant other appropriate submissions under other applicable Antitrust Laws, (ii) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any foreign Antitrust Laws, (iii) cooperate and consult with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) to the extent permitted by timely making all such Governmental Entityfilings and timely seeking all such consents, to give each other an opportunity to participate in each of such meetingsapprovals, (C) to the extent practicablepermits, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to notices or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingauthorizations.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law laws and regulations to consummate the Merger, the Distribution Merger and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental EntityAgreement. In furtherance and not in limitation of the foregoing, the parties (i) each party hereto agree agrees to (i)(A) 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 ten (10) Business Days after the date of this Agreement), and (B) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including requesting early termination of the HSR waiting period, and (ii) use reasonable best efforts Parent shall, with the assistance of the Company, prepare a request for an Advance Ruling Certificate pursuant to take, or cause Section 102 of the Competition Act (Canada) and shall file such request as promptly as practicable and in any event within ten business days of the date hereof and each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to be taken, the Competition Act (Canada) and take all other actions and to do, or cause to be done, all things necessary, proper or advisable to cause the exemption from, or expiration or termination of the waiting period under applicable Law to obtain Part IX of the Competition Act (Canada) including, if an Advance Ruling Certificate is not issued within 30 days of the filing of the request therefor, the filing of notification materials as promptly as possible thereafter. Parent and the Company shall each bear one-half of the filing fees associated with all other required waivers, consents filings under the HSR Act and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Foreign Antitrust Laws. Without limiting the foregoing, the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (B) to the extent permitted by such Governmental Entity, to give each other an opportunity to participate in each of such meetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Material Contracts to which the Company or any of its Subsidiaries is a party as may be necessary for the consummation of the Transactions or required by the terms of any Material Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each party will of the Company, Parent and Merger Sub shall, as promptly as practicable, use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Law to consummate the Merger, the Distribution and the other transactions contemplated by this Agreement and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental EntityTransactions. In furtherance and not in limitation of the foregoing, each of the parties hereto agree to Company, Parent and Merger Sub shall (i)(Ai) make an all appropriate filing of a Notification filings and Report Form pursuant to submissions under the HSR Act and with any other Governmental Authority pursuant to any other applicable Antitrust Laws or otherwise, as promptly as practicable (and practicable, but in any no event within ten (10) later than 10 Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and (B) supply shall make as promptly as practicable any additional information and documentary material that may be requested pursuant other appropriate submissions under other applicable Antitrust Laws, (ii) use commercially reasonable efforts to obtain as promptly as practicable the termination of any waiting period under the HSR Act and use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the any applicable waiting periods under the HSR Act as soon as practicableforeign Antitrust Laws, and (iiiii) use reasonable best efforts to take, or cause cooperate and consult with each other in (A) determining which filings are required to be taken, all actions and made prior to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all other required waivers, consents and approvals from Governmental Entities. The parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and related agreements and consummation of the parties hereto agree (A) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, transactions contemplated hereby and thereby and (B) to the extent permitted by timely making all such Governmental Entityfilings and timely seeking all such consents, to give each other an opportunity to participate in each of such meetingsapprovals, (C) to the extent practicablepermits, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (F) to provide each other with copies of all written communications to notices or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closingauthorizations.