Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, 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 to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 6.03(a), each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Parent or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on the consummation of the Merger or (ii) that individually or in the aggregate is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to (A) the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, either before or after giving effect to the Offer or the Merger or (B) Parent’s ownership or operation of any portion of the Company’s or any of its Subsidiaries’ business or assets (a “Materially Burdensome Condition”). (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) The Company and Parent shall cooperate to give (or shall cause their Subsidiaries to give) any notices to third parties, and use, and cause their Subsidiaries to use, best efforts to obtain any consents, approvals, orders or authorizations of, actions by or in respect of, or registrations, declarations or filings with, any Federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any organized securities exchange, including but not limited to the TTB and any state alcohol beverage authority (provided that the Company shall not be required to make any material payments to such third party unless required pursuant to the terms of any Contract existing as of the date hereof), (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in the Company Disclosure Schedule or (iii) required to prevent a Material Adverse Effect from occurring prior to or after the consummation of the Offer; provided, however, that the Company and Parent shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from third parties in connection with consummation of the transactions contemplated by this Agreement and seeking any such actions, notices, consents, approvals or waivers. In the event that the Company shall fail to obtain any third party consent described in the first sentence of this Section 6.03(d), the Company shall use reasonable best efforts and shall take any such actions reasonably requested by Parent to mitigate any adverse effect upon the Company, its Subsidiaries, and its business resulting, or which could reasonably be expected to result after the consummation of the Offer, from the failure to obtain such consent. Notwithstanding the foregoing, neither the Company or any of its Subsidiaries will without the written consent of Parent, make any payment to any third party or agree to any limitation on the conduct of its business, in order to obtain any such consent. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.03 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01(b)(ii), so long as such party has up to then complied in all material respects with its obligations under this Section 6.03.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, 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 to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 6.03(a7.5(a), if any suit is instituted (or threatened to be instituted) by any Governmental Entity or any private party challenging any of the transactions contemplated hereby or that would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each party hereto of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve any such objectionsobjections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits that, in any case if anynot resolved, as may would reasonably be asserted with respect expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner that would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner that would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries or the conducting of its business in a manner that would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action shall be deemed to be taken by either Parent materially delayed if unresolved objections or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on the consummation of the Merger or (ii) that individually or in the aggregate is suits delay or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to delay the size consummation of the Company and its Subsidiaries taken as a whole) to (A) transactions contemplated hereby beyond the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, either before or after giving effect to the Offer or the Merger or (B) Parent’s ownership or operation of any portion of the Company’s or any of its Subsidiaries’ business or assets (a “Materially Burdensome Condition”)Termination Date. (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) The Company and Parent shall cooperate to give (or shall cause their Subsidiaries to give) any notices to third parties, and use, and cause their Subsidiaries to use, best efforts to obtain any consents, approvals, orders or authorizations of, actions by or in respect of, or registrations, declarations or filings with, any Federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any organized securities exchange, including but not limited Notwithstanding anything to the TTB and contrary in this Agreement, in connection with obtaining any state alcohol beverage authority approval or consent from any person (provided that the Company shall not be required to make any material payments to such third party unless required pursuant other than a Governmental Entity) with respect to the terms of any Contract existing as of the date hereof)Merger, (i) necessary, proper without the prior written consent of Parent (which consent shall not be unreasonably withheld or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in the Company Disclosure Schedule or (iii) required to prevent a Material Adverse Effect from occurring prior to or after the consummation of the Offer; provided, however, that the Company and Parent shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from third parties in connection with consummation of the transactions contemplated by this Agreement and seeking any such actions, notices, consents, approvals or waivers. In the event that the Company shall fail to obtain any third party consent described in the first sentence of this Section 6.03(ddelayed), the Company shall use reasonable best efforts and shall take any such actions reasonably requested by Parent to mitigate any adverse effect upon the Company, its Subsidiaries, and its business resulting, or which could reasonably be expected to result after the consummation none of the Offer, from the failure to obtain such consent. Notwithstanding the foregoing, neither the Company or any of its Subsidiaries will without the written subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration in excess of Parent$1,000, make any payment commitment or incur any liability or other obligation in excess of $1,000 due to any third such person and (ii) no party or agree its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any limitation on cash or other consideration, make any commitment or incur any liability or other obligation (provided, however, that such party shall give the conduct of its business, in order other parties hereto the opportunity to obtain any make such consentpayments). (e) As promptly as practicable and in any event prior to the Closing, the Company shall provide Parent with satisfactory evidence that the Company and its subsidiaries have used its commercially reasonable efforts to execute any instruments, send any notices and take any other actions that are, in each case, (i) reasonably requested by Parent in connection with its efforts to obtain the Additional Financing, (ii) capable of being effectuated within the period commencing on the date of the request and ending on the Termination Date and (iii) so requested to comply with the provisions of the Federal Assignment of Claims Act in respect of any Material Contract with a Governmental Entity. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.03 7.5 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01(b)(ii), 9.1(b) so long as such party has up to then has, until the time of such termination, complied in all material respects with its obligations under this Section 6.037.5.

Further Action; Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, the Company, Parent and Merger Sub and their respective Representatives shall cooperate with each party will other and use its (and shall cause their respective subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Law Laws to consummate the Offer, and make effective the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including preparing preparing, executing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notices, petitions, statementsreports and other filings and to obtain as promptly as practicable all consents, registrations, submissions of informationapprovals, applications permits and other documents authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger and or any of the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the covenants Each of the parties contained shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in Section 6.03(a)connection with obtaining the approvals of or clearances from each applicable Governmental Entity, each party hereto and, without prejudice to any rights of the parties hereunder, shall consult, and cooperate and use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to (i) vigorously contest and defend all Legal Proceedings by or before any Governmental Entity or by any private party challenging this Agreement or the consummation of the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Parent or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on the consummation of the Merger or (ii) that individually or in the aggregate is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to (A) the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, either before or after giving effect to the Offer or the Merger or (B) Parent’s ownership or operation of any portion of the Company’s or any of its Subsidiaries’ business or assets (a “Materially Burdensome Condition”). (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, Order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Merger or the other transactions contemplated by this Agreement. (dc) The Company and Parent Nothing in this Section 6.8 shall cooperate require Parent, Merger Sub, or any Affiliate of Parent, Merger Sub, Founder, TPG Star or TPG Biotech to give (dispose, or shall cause their Subsidiaries the disposal of, any of its assets or to give) limit its freedom of action with respect to any notices of its businesses, or to third partiesconsent to any disposition of the Company’s assets or limits of the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and use, and cause their Subsidiaries nothing in this Section 6.8 shall authorize the Company to use, best efforts commit or agree to any of the foregoing to obtain any consents, approvals, orders permits or authorizations of, actions by to remove any impediments to the Merger relating to any applicable Law or in respect to avoid the entry of, or registrations, declarations or filings withto effect the dissolution of, any Federalinjunction, state, local or foreign government, any court, administrative, regulatory temporary restraining order or other governmental agencyorder in any suit or proceeding relating to any applicable Law, commission or authority or any organized securities exchange, including but not limited If and to the TTB and any state alcohol beverage authority (provided that extent this Section 6.8 shall require the Company shall not be required to make dispose any material payments of its assets or limit its freedom of action with respect to such third party unless required pursuant to the terms any of any Contract existing as of the date hereof)its businesses, (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in the Company Disclosure Schedule may expressly condition any such disposal or (iii) required to prevent a Material Adverse Effect from occurring prior to or after limitation upon the consummation of the Offer; provided, however, that Merger and the Company and Parent shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from third parties in connection with consummation of the other transactions contemplated by this Agreement and seeking any such actions, notices, consents, approvals or waivers. In the event that the Company shall fail to obtain any third party consent described in the first sentence of this Section 6.03(d), the Company shall use reasonable best efforts and shall take any such actions reasonably requested by Parent to mitigate any adverse effect upon the Company, its Subsidiaries, and its business resulting, or which could reasonably be expected to result after the consummation of the Offer, from the failure to obtain such consent. Notwithstanding the foregoing, neither the Company or any of its Subsidiaries will without the written consent of Parent, make any payment to any third party or agree to any limitation on the conduct of its business, in order to obtain any such consenthereby. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.03 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01(b)(ii), so long as such party has up to then complied in all material respects with its obligations under this Section 6.03.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to consummate the transactions contemplated hereby as soon as practicable after the date hereof. Subject to the terms and conditions of this Agreement, without limiting the foregoing, (i) each of the parties hereto 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 Offertransactions contemplated hereby (which actions shall include furnishing all information requested in connection with approvals of or filings with any 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 transactions contemplated hereby and (ii) each of the parties hereto shall use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity required or advisable to be obtained or made by the Merger and Sellers or the other Buyer or any of their Affiliates in connection with the transactions contemplated by this Agreement. Subject to the terms and conditions set forth in this Agreement, including preparing each of the parties hereto agrees to make all appropriate filings, notices and filing registrations with any Governmental Entity with respect to the transactions contemplated hereby as promptly as practicable all documentation after the date of this Agreement in order to effect all necessary filingsobtain any consent, noticesauthorization, petitionsorder or approval of, statementsor any exemption by, registrations, submissions any Governmental Entity required or advisable to be obtained or made by the parties hereto or any of information, applications and other documents necessary to consummate their Affiliates in connection with the Offer, the Merger and the other transactions taking of any action contemplated thereby or by this Agreement. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 6.03(a), each party hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect Subject to the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding anything to the contrary terms and conditions set forth in this Agreement, without limiting the generality of the undertakings referenced in connection with any filing Section 6.4(a), each of the Sellers (in the case of clauses ii of this Section 6.4(b) and the Buyer (in all cases set forth below) agree to take or submission required or action cause to be taken by either Parent or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action following actions: (i) the effectiveness or consummation of which is not conditional on the consummation of the Merger or (ii) that individually or in the aggregate is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to (A) the Company or any prompt use of its Subsidiaries or Parent or any of its Subsidiaries, either before or after giving effect to the Offer or the Merger or (B) Parent’s ownership or operation of any portion of the Company’s or any of its Subsidiaries’ business or assets (a “Materially Burdensome Condition”). (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist avoid the entry of any such action permanent, preliminary or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, temporary injunction or other order, whether temporarydecree, preliminary decision, determination or permanentjudgment that would delay, that is in effect and that prohibitsrestrain, prevents prevent, enjoin or restricts otherwise prohibit the consummation of the transactions contemplated by this Agreement; and (ii) the prompt use of its best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding, review or inquiry of any kind that would make the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby, any and all steps (including, the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause i of this Section 6.4b)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. (c) Subject to applicable Law, each party to this Agreement shall promptly notify the other party of any communication it receives from any Governmental Entity relating to the matters that are the subject of this Agreement, shall permit the other party to review in advance any proposed communication by such party to any Governmental Entity, and shall provide each other with copies of all correspondence or communications between them or any of their Affiliates, on the one hand, and any Governmental Entity or members of its staff, on the other hand, subject to this Section 6.4. No party to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to this Section 6.4(c), the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. (d) The Company and Parent Sellers shall cooperate to give (or shall cause their Subsidiaries to give) any notices to third parties, and use, and cause their Subsidiaries to use, best use commercially reasonable efforts to obtain any consents, approvals, orders or authorizations of, actions by or in respect of, or registrations, declarations or filings with, consent of any Federal, state, local or foreign government, any court, administrative, regulatory or Person (other governmental agency, commission or authority or any organized securities exchange, including but not limited to the TTB and any state alcohol beverage authority (provided that the Company shall not be than Governmental Entities) required to consummate and make any material payments to such third party unless required pursuant to the terms of any Contract existing as of the date hereof), (i) necessary, proper or advisable to consummate effective the transactions contemplated by this Agreement, (ii) required . The Buyer agrees to be disclosed cooperate reasonably with the Sellers in obtaining such consents. To the Company Disclosure Schedule or (iii) required to prevent a Material Adverse Effect from occurring prior to or after the consummation of the Offer; provided, however, extent that the Company Sellers and Parent shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers the Buyer are required to be given or obtained, or should be given or obtained, from third parties in connection with consummation of the transactions contemplated by this Agreement and seeking any such actions, notices, consents, approvals or waivers. In the event that the Company shall fail unable to obtain any third party consent described required Third Party Consents prior to the Closing, the parties shall seek such consents following the Closing in the first sentence accordance with Section 6.12. For purposes of this Section 6.03(d)6.4, the Company term “commercially reasonable efforts” shall use reasonable best efforts and shall take not be deemed to require any such actions reasonably requested by Parent Person to mitigate pay or commit to pay any adverse effect upon the Company, its Subsidiaries, and its business resulting, amount to (or which could reasonably incur any obligation in favor of) any Person from whom any consent or waiver may be expected to result after the consummation of the Offer, from the failure to obtain such consent. Notwithstanding the foregoing, neither the Company or any of its Subsidiaries will without the written consent of Parent, make any payment to any third party or agree to any limitation on the conduct of its business, in order to obtain any such consentrequired. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.03 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01(b)(ii), so long as such party has up to then complied in all material respects with its obligations under this Section 6.03.

Further Action; Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, the Company, Holdings and Merger Sub and their respective Representatives shall cooperate with each party will other and use its (and shall cause their respective subsidiaries to use) their respective reasonable best efforts to take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable Law Laws to consummate the Offer, and make effective the Merger and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including preparing preparing, executing and filing as promptly as reasonably practicable all documentation to effect all necessary filings, notices, petitions, statementsreports and other filings and to obtain as promptly as practicable all consents, registrations, submissions of informationapprovals, applications permits and other documents authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger and or any of the other transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the covenants Each of the parties contained shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in Section 6.03(a)connection with obtaining the approvals of or clearances from each applicable Governmental Entity, each party hereto and, without prejudice to any rights of the parties hereunder, shall consult, and cooperate and use its reasonable best efforts to resolve such objections, if any, as may be asserted with respect to (i) vigorously contest and defend all Legal Proceedings by or before any Governmental Entity or by any private party challenging this Agreement or the consummation of the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Parent or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on the consummation of the Merger or (ii) that individually or in the aggregate is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to (A) the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, either before or after giving effect to the Offer or the Merger or (B) Parent’s ownership or operation of any portion of the Company’s or any of its Subsidiaries’ business or assets (a “Materially Burdensome Condition”). (c) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, Order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts prohibits the consummation of the Merger or the other transactions contemplated by this Agreement. (dc) The Company and Parent Nothing in this Section 6.8 shall cooperate require Holdings, Merger Sub, or any Affiliate of Holdings, Merger Sub, or the Rollover Persons to give (dispose, or shall cause their Subsidiaries the disposal of, any of its assets or to give) limit its freedom of action with respect to any notices of its businesses, or to third partiesconsent to any disposition of the Company’s assets or limits of the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and use, and cause their Subsidiaries nothing in this Section 6.8 shall authorize the Company to use, best efforts commit or agree to any of the foregoing to obtain any consents, approvals, orders permits or authorizations of, actions by to remove any impediments to the Merger relating to any applicable Law or in respect to avoid the entry of, or registrations, declarations or filings withto effect the dissolution of, any Federalinjunction, state, local or foreign government, any court, administrative, regulatory temporary restraining order or other governmental agencyorder in any suit or proceeding relating to any applicable Law. If, commission or authority or any organized securities exchange, including but not limited and to the TTB and any state alcohol beverage authority (provided that extent this Section 6.8 shall require the Company shall not be required to make dispose any material payments of its assets or limit its freedom of action with respect to such third party unless required pursuant to the terms any of any Contract existing as of the date hereof)its businesses, (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) required to be disclosed in the Company Disclosure Schedule may expressly condition any such disposal or (iii) required to prevent a Material Adverse Effect from occurring prior to or after limitation upon the consummation of the Offer; provided, however, that Merger and the Company and Parent shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from third parties in connection with consummation of the other transactions contemplated by this Agreement and seeking any such actions, notices, consents, approvals or waivers. In the event that the Company shall fail to obtain any third party consent described in the first sentence of this Section 6.03(d), the Company shall use reasonable best efforts and shall take any such actions reasonably requested by Parent to mitigate any adverse effect upon the Company, its Subsidiaries, and its business resulting, or which could reasonably be expected to result after the consummation of the Offer, from the failure to obtain such consent. Notwithstanding the foregoing, neither the Company or any of its Subsidiaries will without the written consent of Parent, make any payment to any third party or agree to any limitation on the conduct of its business, in order to obtain any such consenthereby. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.03 shall limit a party’s right to terminate this Agreement pursuant to Section 8.01(b)(ii), so long as such party has up to then complied in all material respects with its obligations under this Section 6.03.