Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its commercially 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (C) using commercially reasonable best efforts 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. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the transactions contemplated hereby.

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, including Section 6.4(d) and Section 6.4(e), each of the parties party shall use its commercially reasonable best efforts to (i) 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, and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things reasonably necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement at in the earliest practicable datemost expeditious manner practicable. Without limiting the foregoing sentence, including: each party agrees to (i) (A) causing within ten (10) Business Days after the preparation date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and filing of all formsReport Forms” pursuant to the HSR Act, registrations and notices required to be filed to consummate the Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging as promptly as practicable after the date of this Agreement or (unless a later time is mutually agreed between the consummation of the Merger; Parties), make appropriate filings with appropriate insurance Governmental Entities and (C) using commercially reasonable best efforts to prevent as promptly as practicable and advisable, after the entry date of this Agreement, make appropriate filings under any court orderHealthcare Law that are necessary or advisable in connection with the Merger or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Merger 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 vacatedno obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, liftedor pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, reversed and shall not permit any of their respective subsidiaries to, engage in, publicly propose or overturned enter into any injunction, decree, ruling, order transaction that would reasonably be expected to (x) result in any material delay in the obtaining or other action materially increase the risk of not obtaining any required Consent from any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of with respect to the transactions contemplated by this Agreement. Each Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the parties hereto agrees to treat the receipt consummation of the Merger Consideration or the other transactions contemplated by this Agreement; provided that nothing in exchange for shares this Agreement shall limit the ability of Company stock pursuant (I) the parties to acquire prescription and customer records in connection with “file buy” acquisitions in the Merger as a taxable sale ordinary course of business consistent with past practice and purchase of Company stock for income tax purposes. With respect (II) Parent or its subsidiaries to any potential withholding tax under (i) take the actions set forth on Section 1445 6.4(a)(i) of the Internal Revenues Code of 1986Parent Disclosure Schedule, as amended (ii) take the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) actions with respect to stockholders who beneficially own Common Stock representing five percent commercial Contracts described on Section 6.4(a)(ii) of the Parent Disclosure Schedule, (5%iii) 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 (iv) following the seven (7) month anniversary of the date of this Agreement, 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, other than an acquisition of Retail Pharmacies (any such transaction described in this clause (iv), a “Parent Permitted Transaction”) (it being understood that a transaction described in clause (I) or less ownership (II) (i) through (iii) above that also would fall within the description in this clause (iv) shall not be considered a Parent Permitted Transaction); and, notwithstanding anything set forth in the foregoing, nothing in this Section 6.4(a) shall permit Parent to enter into a Parent Permitted Transaction that would materially and adversely impact the ability of Parent or Merger Sub to obtain the Debt Financing (or alternative financing in lieu thereof). Nothing in the foregoing sentence limits, modifies, waives, amends or otherwise adversely affects the Company’s rights under Section 6.4(d). Promptly after Notwithstanding anything in this Agreement to the date hereofcontrary, the Company will make a determination as shall not be deemed to whether the Company is able to supply a certificate be in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none breach of the parties hereto nor any of their respective Affiliates its representations and warranties in Article III or its obligations under Section 5.1, or to have failed to satisfy the closing conditions set forth in Section 7.2(a) or Section 7.2(b), to the extent such breach or failure is the result of, or attributable to, the entry by Parent into or the consummation by Parent of any, or any plans announced by Parent to enter into any specific, Parent Permitted Transaction, provided that, for the avoidance of doubt, no such breach or failure shall be obligated deemed to make any payments have resulted from, or otherwise pay any consideration be attributable to, a Parent Permitted Transaction solely on the basis that, but for the occurrence of such Parent Permitted Transaction, the Closing would have occurred prior to any third party to obtain any applicable consent, waiver, settlement the date of such breach or approval in order to consummate the transactions contemplated herebyfailure.

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, each Party shall (and, in the case of Parent, cause each of its subsidiaries and controlled Affiliates (collectively, the parties shall “Parent Group”) to) use its commercially their respective 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws 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 Merger and the other transactions contemplated by this Agreement at the earliest practicable dateas soon as reasonably practicable, including: (A) causing the preparation including preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings, obtaining 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 all formswaiting periods, registrations approvals, permits and notices required authorizations necessary or advisable to be filed obtained from any third party or any Governmental Entity in order to consummate the Merger; (B) defending all lawsuits and other proceedings transactions contemplated by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (C) using commercially reasonable best efforts executing and delivering any additional instruments necessary 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 consummate the transactions contemplated by this Agreement. Each In furtherance and not in limitation of the parties foregoing, each Party hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock file, or cause to be filed, all appropriate Notification and Report Forms pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) HSR Act with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the transactions contemplated herebyhereby as promptly as practicable and in any event within ten (10) Business Days of the date hereof (unless otherwise agreed to by the Parties) and to file, or cause to be filed, any filing (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) required under any other applicable Antitrust Law, including any such filing or draft thereof listed in Section 6.4(a) of the Company Disclosure Letter with respect to the transactions contemplated hereby as promptly as practicable and in any event within thirty (30) Business Days of the date hereof (unless otherwise agreed to by the Parties), and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such other Antitrust Law and to take any and all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or such other Antitrust Law as soon as practicable.

Further Action; Efforts. Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its commercially 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (C) using commercially reasonable best efforts 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. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "“Code"”), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing less than five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. §1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the transactions contemplated hereby.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this AgreementAgreement (including Section 5.7(h)), each of the parties shall use its commercially 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 under applicable Law (including under any Antitrust Law) (other than under any applicable Gaming Law) to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, includingincluding using reasonable best efforts to: (Ai) causing cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the MergerMerger and take such actions as are reasonably necessary to obtain any requisite consent (other than Gaming Approvals) or expiration of any applicable waiting period under the HSR Act and other Antitrust Laws; (Bii) defending defend all lawsuits and other proceedings Actions by or before any Governmental Entity (other than any Gaming Authority) challenging this Agreement or the consummation of the Merger; and (Ciii) using commercially reasonable best efforts resolve any objection asserted with respect to the transactions contemplated under this Agreement under any Antitrust Law raised by any Governmental Entity (other than any or Gaming Authority) 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 (other than any or Gaming Authority) that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986Agreement (provided, as amended (the "Code")however, the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is shall not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor to incur any of their respective Affiliates shall be obligated to make any payments liabilities or otherwise pay any consideration to any third party more than a nominal sum to obtain any applicable consentsuch consents, waiverregistrations, settlement approvals, permits and authorizations). Upon the terms and subject to the conditions of this Agreement (including Section 5.7(g)), each of Parent and Merger Sub shall use its best efforts to take, or approval 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 under applicable Gaming Laws to consummate the transactions contemplated herebyby this Agreement at the earliest practicable date, including using best efforts to: (i) cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and take such actions as are reasonably necessary to obtain any requisite Gaming Approvals; (ii) defend all Actions by or before any Gaming Authority 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 Gaming Authority 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 Gaming Authority that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement (provided, however, that the Company shall not be required to incur any liabilities or pay more than a nominal sum to obtain any such consents, registrations, approvals, permits and authorizations).

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, each of the parties shall Party will use its commercially reasonable best efforts to (iand, in the case of Parent, cause each of its subsidiaries and controlled Affiliates (collectively, the “Parent Group”) to) 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (A) causing the preparation Agreement. In furtherance and filing of all forms, registrations and notices required to be filed to consummate the Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation not in limitation of the Merger; foregoing, each Party hereto agrees to (i) take the actions set forth on Section 6.4(a)(i) of the Company Disclosure Letter on the timeframes set forth therein, (ii) except as provided in Section 6.4(a)(i) of the Company Disclosure Letter, as promptly as reasonably practicable and (C) using commercially reasonable best efforts to prevent in any event within 20 Business Days after the entry of date hereof, file any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order notification or other action filing or form or submission (or, for jurisdictions where submission of a draft prior to formal notification is appropriate, a draft thereof) necessary to obtain any Governmental Entity that would preventconsents, prohibit, restrict clearances or delay the consummation of approvals under or in connection with any Antitrust Law applicable to the transactions contemplated by this Agreement. Each Agreement that is required or advisable (as reasonably determined by Parent and Company) and (iii) (A) as promptly as practicable and in any event within 20 Business Days of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, file with the STB all appropriate and necessary documentation for the approval, authorization or exemption, as the case may be, of the Merger and the other transactions contemplated hereby and (B) if the conditions set forth in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing, and other than the condition set forth in Section 7.1(b)(ii)(A)) are reasonably expected to be satisfied prior to the STB approving, authorizing or exempting the Merger and the other transactions contemplated hereby, submit a form of voting trust agreement to the STB seeking an informal opinion that the voting trust, would insulate Parent from unauthorized control of the Company will make a determination if (a) Parent has not received from the STB the approval, authorization or exemption, as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoingcase may be, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any Merger and the transactions contemplated hereby before the Effective Time and (b) the stock of the Surviving Corporation is placed into the voting trust immediately following the Effective Time, and file with the STB all appropriate and necessary documentation for the approval, authorization or exemption, as the case may be, of the voting trustee’s control of the Company. For the avoidance of doubt, in the event the conditions set forth in Section 7.1 and Section 7.2 are satisfied (other than those conditions that by their respective Affiliates nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing, and other than the condition set forth in Section 7.1(b)(ii)(A)) but approval, authorization or exemption of the Merger and the other transactions contemplated hereby has not been obtained from the STB at the time such conditions are satisfied, and the events described in Section 7.1(b)(ii)(B) shall have occurred, Parent shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the Merger and the other transactions contemplated herebyhereby pursuant to a voting trust agreement under which the stock of the Surviving Corporation is placed into the voting trust immediately following the Effective Time.

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, including Section 6.4(d), each of the parties shall Party will use its commercially reasonable best efforts to (iand, in the case of Parent, cause each of its subsidiaries (collectively, (the “Parent Group”) to) 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at Agreement. In furtherance and not in limitation of the earliest practicable dateforegoing, including: but subject to Section 6.4(d), each Party hereto agrees to (Ax) causing the preparation and make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and the other transactions contemplated hereby as promptly as practicable and in any event within 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 to take all formsother actions necessary, registrations proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as promptly as reasonably practicable, (y) perform the actions with respect to CFIUS described in Section 6.4(c) below, and notices (z) make any filings, notifications or reports required in connection with the Non-U.S. Antitrust Laws set forth on Section 7.1(c) of the Company Disclosure Schedule with respect to be filed to consummate the Merger; Merger and the other transactions contemplated hereby as promptly as reasonably practicable after the date hereof (Bbut in no event later than the earlier of (i) defending all lawsuits and other proceedings by or before any Governmental Entity challenging 30 days after the date of this Agreement unless Parent’s or the Company’s local counsel reasonably recommend delaying any such filing (except that, in the case of the European Commission, only the submission of the initial draft Form CO relating to the Merger and the other transactions contemplated hereby to the European Commission within such 30-day period shall constitute compliance by Parent and the Company with this obligation; provided, that, all subsequent filings, notifications and reports to the European Commission shall be timely filed thereafter) and (ii) the applicable filing deadline) and to take all other actions necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods or the receipt, issuance or publication of any decision, decree, order, ruling, judgment or notice required under such Non-U.S. Antitrust Laws to permit consummation of the Merger; Merger and (C) using commercially reasonable best efforts 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. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger Agreement as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, promptly as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly reasonably practicable after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the transactions contemplated hereby.

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, including Section 6.4(d) and Section 6.4(e), each of the parties party shall use its commercially reasonable best efforts to (i) 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, and cooperate with each other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things reasonably necessary, proper or advisable under this Agreement and applicable laws and regulations Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement at in the earliest practicable datemost expeditious manner practicable. Without limiting the foregoing sentence, including: each party agrees to (i) (A) causing within ten (10) Business Days after the preparation date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and filing of all formsReport Forms” pursuant to the HSR Act, registrations and notices required to be filed to consummate the Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging as promptly as practicable after the date of this Agreement or (unless a later time is mutually agreed between the consummation of the Merger; Parties), make appropriate filings with appropriate insurance Governmental Entities and (C) using commercially reasonable best efforts to prevent as promptly as practicable and advisable, after the entry date of this Agreement, make appropriate filings under any court orderHealthcare Law that are necessary or advisable in connection with the Merger or any of the other transactions 45 contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Merger 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 vacatedno obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, liftedor pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, reversed and shall not permit any of their respective subsidiaries to, engage in, publicly propose or overturned enter into any injunction, decree, ruling, order transaction that would reasonably be expected to (x) result in any material delay in the obtaining or other action materially increase the risk of not obtaining any required Consent from any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of with respect to the transactions contemplated by this Agreement. Each Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the parties hereto agrees to treat the receipt consummation of the Merger Consideration or the other transactions contemplated by this Agreement; provided that nothing in exchange for shares this Agreement shall limit the ability of Company stock pursuant (I) the parties to acquire prescription and customer records in connection with “file buy” acquisitions in the Merger as a taxable sale ordinary course of business consistent with past practice and purchase of Company stock for income tax purposes. With respect (II) Parent or its subsidiaries to any potential withholding tax under (i) take the actions set forth on Section 1445 6.4(a)(i) of the Internal Revenues Code of 1986Parent Disclosure Schedule, as amended (ii) take the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) actions with respect to stockholders who beneficially own Common Stock representing five percent commercial Contracts described on Section 6.4(a)(ii) of the Parent Disclosure Schedule, (5%iii) 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 (iv) following the seven (7) month anniversary of the date of this Agreement, 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, other than an acquisition of Retail Pharmacies (any such transaction described in this clause (iv), a “Parent Permitted Transaction”) (it being understood that a transaction described in clause (I) or less ownership (II) (i) through (iii) above that also would fall within the description in this clause (iv) shall not be considered a Parent Permitted Transaction); and, notwithstanding anything set forth in the foregoing, nothing in this Section 6.4(a) shall permit Parent to enter into a Parent Permitted Transaction that would materially and adversely impact the ability of Parent or Merger Sub to obtain the Debt Financing (or alternative financing in lieu thereof). Nothing in the foregoing sentence limits, modifies, waives, amends or otherwise adversely affects the Company’s rights under Section 6.4(d). Promptly after Notwithstanding anything in this Agreement to the date hereofcontrary, the Company will make a determination as shall not be deemed to whether the Company is able to supply a certificate be in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none breach of the parties hereto nor any of their respective Affiliates its representations and warranties in Article III or its obligations under Section 5.1, or to have failed to satisfy the closing conditions set forth in Section 7.2(a) or Section 7.2(b), to the extent such breach or failure is the result of, or attributable to, the entry by Parent into or the consummation by Parent of any, or any plans announced by Parent to enter into any specific, Parent Permitted Transaction, provided that, for the avoidance of doubt, no such breach or failure shall be obligated deemed to make any payments have resulted from, or otherwise pay any consideration be attributable to, a Parent Permitted Transaction solely on the basis that, but for the occurrence of such Parent Permitted Transaction, the Closing would have occurred prior to any third party to obtain any applicable consent, waiver, settlement the date of such breach or approval in order to consummate the transactions contemplated herebyfailure.

Further Action; Efforts. Upon Pursuant to the terms and subject of the Merger Agreement, prior to the conditions of this AgreementEffective Time, each of the parties shall Op-Tech agrees to use its commercially reasonable best efforts to (i) obtain any third party consents, approvals or waivers with respect to any contracts to which Op-Tech or its subsidiary is a party as may be necessary or appropriate for the consummation of the transactions contemplated by the Merger Agreement or required by the terms of any contract as a result of the execution, performance or consummation of the subject transactions. Subject to the terms and conditions of the Merger Agreement, prior to the Effective Time, each of NRC, Purchaser and Op-Tech agrees to use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, and cooperate with each all other in order to do, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws and regulations law to consummate the Merger and the other transactions contemplated by this the Merger Agreement. See Section 15—"Certain Legal Matters; Regulatory Approvals." Further, the Merger Agreement at provides that each of Op-Tech, on the earliest practicable dateone hand, including: and NRC and Purchaser, on the other hand, will (A1) causing cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (2) keep the preparation other party reasonably informed of any communication received by such party from, or given by such party to any U.S. or foreign governmental authority and filing of all formsany communication received or given in connection with any proceeding by a private party, registrations in each case regarding the transactions contemplated by the Merger Agreement and notices required (3) permit the other party to be filed review any communication given by it to, and consult with each other in advance of any meeting or conference with any governmental authority or, in connection with any proceeding by a private party, with any other person, and to consummate the Merger; (B) defending all lawsuits extent permitted by the applicable governmental authority or other person, give the other party the opportunity to attend and other proceedings participate in such meetings and conferences. If any objections are asserted with respect to the transactions contemplated by the Merger Agreement by any governmental authority or before any Governmental Entity private party challenging this Agreement the subject transactions as violating any antitrust law, or which would prevent, materially impede or materially delay the consummation of the Merger; transactions contemplated by the Merger Agreement, each of NRC, Purchaser and (C) using commercially Op-Tech will use its reasonable best efforts to prevent resolve any such objections or suits so as to permit consummation of the entry transactions contemplated by the Merger Agreement, including in order to resolve such objections or suits, which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay consummation of the subject transactions. If any court orderadministrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental authority or a private party challenging the Merger or any other transaction contemplated by the Merger Agreement, each of NRC, Purchaser and Op-Tech will cooperate in all respects with each other and use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any injunction, decree, rulingjudgment, order injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the subject transactions. However, the Merger Agreement does not obligate NRC, Purchaser or any of their respective affiliates to agree to (and neither the Op-Tech or its subsidiary will, without the prior written consent of NRC) (1) sell, hold separate or otherwise dispose of all or a portion of its respective business, assets or properties, or conduct its business in a specified manner, (2) pay any amounts (other than the payment of filing fees and expenses and fees of counsel), or grant any counterparty to any contract any material accommodation, (3) commence or defend any action or claim in respect of any Governmental Entity that would preventthreatened action, prohibit(4) limit in any manner whatsoever the ability of such entities to conduct, restrict own, operate or delay control any of their respective businesses, assets or properties or of the businesses, properties or assets of Op-Tech and its subsidiary or (5) waive any of the conditions to consummation of the transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the transactions contemplated hereby.

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, each of the parties shall party will use its commercially 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws and regulations Law to consummate the Merger and the other transactions contemplated by this Agreement at Agreement. In furtherance and not in limitation of the earliest practicable dateforegoing, including: (A) causing the preparation and each party hereto agrees to make an appropriate filing of all forms, registrations a Notification and notices required Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within five 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 its reasonable best efforts to take or cause to be filed taken all other actions necessary, proper or advisable consistent with this Section 6.8 to consummate cause the Mergerexpiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period provided for in the HSR Act. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (Bii) defending all lawsuits and keep the other proceedings party reasonably informed of any communication received by such party from, or before given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.8(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging this Agreement any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Merger; transactions contemplated hereby, each of Parent, Merger Sub and (C) using commercially the Company shall use its reasonable best efforts to prevent resolve any such objections or suits so as to permit consummation of the entry transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, would reasonably be 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 which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any court orderof its assets or the assets of its subsidiaries or the conducting of its business in a manner which would resolve such objections or suits. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(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 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 injunction, decree, rulingjudgment, order injunction or other action of any Governmental Entity order, whether temporary, preliminary or permanent, that would preventis in effect and that prohibits, prohibit, restrict prevents or delay the restricts consummation of the transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant (e) Notwithstanding anything to the Merger as contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3Governmental Entity) with respect to stockholders who beneficially own Common Stock representing five percent the Merger, (5%i) without the prior written consent of Parent (which shall not be unreasonably withheld or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreementdelayed), none of the Company or any of its subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such person and (ii) no party or its affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability or other obligation (provided, however, that such party shall give the other parties hereto nor any of their respective Affiliates shall be obligated the opportunity to make such payments). (f) Notwithstanding the foregoing or any payments or otherwise pay any consideration other provision of this Agreement, nothing in this Section 6.8 shall limit a party's right to any third terminate this Agreement pursuant to Section 8.1(b) so long as such party has up to obtain any applicable consent, waiver, settlement or approval then complied in order to consummate the transactions contemplated hereby.all material respects with its obligations under this Section 6.8. SECTION 6.9

Further Action; Efforts. Upon (a) Subject to the terms and subject to the conditions of this Agreement, each of the parties shall hereto agrees to use its commercially 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 necessary to comply promptly with all legal requirements under applicable Law that may be imposed on itself with respect to the transactions 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 do, each other in connection with any such requests to any of them or cause 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 be done, obtain (and shall cooperate with each other in obtaining) any consent, authorization, order to door approval of, all things necessaryor any exemption by, proper any Governmental Entity required or advisable to consummate be obtained or made by the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (A) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger; (B) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement Sellers or the consummation Buyer or any of the Merger; and (C) using commercially reasonable best efforts 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 their Affiliates in connection with the transactions contemplated by this Agreement. Each Subject to the terms and conditions set forth in this Agreement, each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant make all appropriate filings, notices and registrations with any Governmental Entity with respect to the Merger transactions contemplated hereby as a taxable sale and purchase promptly as practicable after the date of Company stock for income tax purposes. With respect this Agreement in order to obtain any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986consent, as amended (the "Code")authorization, order or approval of, or any exemption by, any Governmental Entity required or advisable to be obtained or made by the parties hereto intend to rely on or any of their Affiliates in connection with the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) taking of any action contemplated thereby or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the transactions contemplated hereby.

Further Action; Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties shall use its commercially 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 to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things reasonably necessary, proper or advisable under applicable laws and regulations Law (including under any Antitrust Law) to consummate the Merger and the other transactions contemplated by this Agreement at the earliest practicable date, including: (Ai) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger; (Bii) defending using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Merger; and (Ciii) using commercially 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 Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any judgment, order, injunction, decree, ruling, order writ, decree or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereofIn furtherance thereof, the Company will make a determination as shall, if requested by Parent, use commercially reasonable efforts to whether obtain all necessary or appropriate consents, waivers and approvals and give any required notices under any Contracts to which the Company or any of its Subsidiaries is able to supply a certificate party in accordance connection with Treas. Reg. 1.1445-2(c)(3) this Agreement and the consummation of the transactions contemplated hereby; provided, that the Company is shall not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, none of the parties hereto nor any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consent or other similar fee, or other similar payment or other consideration to obtain the consent, waiver or approval of any third party to obtain Person under any applicable Contract, and, for the avoidance of doubt, no such consent, waiver, settlement approval or approval in order notice shall be a condition to any party’s obligation to consummate the transactions contemplated herebyMerger hereunder.