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

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon Under the terms and subject to the conditions set forth herein, except as otherwise provided in this AgreementAgreement or any Ancillary Agreement (and subject to Section 6.3), each party hereto shall of the Parties agrees to use and to cause its Affiliates to use its reasonable best efforts before and, as may be applicable, after the Closing Date, until the earlier to takeoccur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be takentaken all action, all actions, and do, to do or cause to be done, and to assist and cooperate with the other party or parties Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; and , including: (iiia) lift, rescind or mitigate the effects satisfaction of the conditions precedent to the obligations of any injunction or of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Order adversely affecting the ability Approvals of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any threatened Action, whether judicial or such injunction administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other Orderauthorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the issuance taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or entry thereofany Ancillary Implementing Agreement, providedincluding Section 6.3, however, that neither Parent nor any none of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Seller Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which resources and creditworthiness as may be asserted under reasonably requested by any Law governing competition, monopolies or restrictive trade practices which, Governmental Authority whose Approval is sought in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of connection with the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respecthereby.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party of the parties hereto shall will use its reasonable best efforts to (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated herebyby this Agreement as soon as practicable after the date hereof and (ii) obtain and maintain all approvals, consents, waivers, registrations, permits, authorizations, clearances and by other confirmations required to be obtained from any third party and/or any Governmental Entity that are necessary, proper or advisable to consummate the Related AgreementsAcquisition and the transactions contemplated hereby (each a "Required Approval"). The Company In furtherance and Parent shall use its reasonable best efforts not in limitation of the foregoing, each party hereto agrees to (i) make as promptly as practicable, obtain all Approvals to the extent it has not already done so, (including those referred i) appropriate filings of a Notification and Report Form pursuant to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection HSR Act with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of respect to the transactions contemplated hereby and thereby(which filing shall be made in any event within ten business days of the date hereof), including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all necessary filings with other Governmental Entities relating to the Acquisition, and to supply as promptly as practicable any additional information required for any application or other filing to and documentary material that may be made requested pursuant to such laws and to use its best efforts to cause the DGCL expiration or any other Law or any termination of the applicable Regulations of any Governmental Authority (including all information required to be included in waiting periods under the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement HSR Act and the Related Agreements; and (iii) lift, rescind or mitigate the effects receipt of any injunction or Required Approvals under such other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent laws as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, soon as the case may be, becoming untrue or inaccurate in any material respectpracticable.

Reasonable Best Efforts; Further Assurances. (a) Upon From and after the Execution Date, upon the terms and subject to the conditions set forth in this Agreementhereof, each party of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicabletake, obtain or cause to be taken, all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule)appropriate action, and the Company and Parent shall make to do or cause to be done, all filings things necessary, proper or advisable under applicable Law required in connection with the authorization, execution Laws to consummate and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with make effective the transactions contemplated by this Agreement and as promptly as practicable, (ii) defend any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the Related Agreements; and (iii) lift, rescind consummation of the transactions contemplated by this Agreement or mitigate the effects of seek to have lifted or rescinded any injunction or restraining order or other Order order adversely affecting the ability of any party hereto the parties to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliateshereby, including its Subsidiariesthe Merger and (iii) obtain promptly all approvals, the Company consents, clearances, expirations or the holding separate terminations of the Company Common Stock waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Entity or imposing third party necessary, proper or seeking advisable to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of consummate the transactions contemplated hereby hereby. Without limiting the foregoing but subject to the other terms of this Agreement, the parties hereto agree that, from time to time, whether before, at or might adversely affect after the Company Closing Date, each of them will execute and deliver, or Parent cause to be executed and delivered, such instruments of assignment, transfer, conveyance, endorsement, direction or authorization as may be necessary to consummate and make effective the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement will require any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take to hold separate or make any action which could reasonably be expected divestiture not expressly contemplated herein of any asset or otherwise agree to result any restriction on its operations or other condition in order to obtain any of the representations consent or warranties made approval or other clearance required by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Related AgreementsProxy Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and (iii) liftprovide all such information concerning such party, rescind its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or mitigate reasonably requested in connection with any of the effects foregoing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any injunction necessary approvals under any applicable competition or other Order adversely affecting anti-trust statute, rule or regulation, foreign or domestic, or anti-trust statute, rule or regulation, foreign or domestic, neither the ability Company nor any Company Subsidiary shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, action with respect of, or their ability to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiariesretain, the Company or any of its Subsidiaries or any material portions thereof or any of the holding separate businesses, product lines, properties or assets of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of without Parent's Affiliatesprior written consent. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, including its Subsidiaries. Neither each party hereto will take any action which could reasonably be expected shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to result in any of the representations or warranties made by comment on such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectdrafts.

Reasonable Best Efforts; Further Assurances. (a) Upon 7.1.1 Each of the terms and subject parties agrees to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its including using reasonable best efforts to accomplish the following: (ia) as promptly as practicablethe taking of all acts necessary to cause the conditions set forth in Clause 10 to be satisfied; (b) the obtaining of all necessary actions or non actions, obtain all Approvals (including those referred to in Sections 2.6(a) waivers, consents, approvals, orders and 2.6(b) authorizations from Governmental Authority and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filingsnecessary registrations, including providing copies declarations and filings with Governmental Authorities, if any, and the taking of all such documents steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority; (c) the obtaining of all necessary consents, approvals or waivers from third parties to the non-filing party and its advisors prior extent the failure to filings andobtain any such consent, if requested, will accept all reasonable additions, deletions approval or changes suggested in connection therewith); (ii) furnish all information required for waiver would prevent or materially hinder or delay any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the party's ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, hereby; (d) the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) defending of any assets suits, claims, actions, investigations or categories of assets of Parentproceedings, any of its Affiliateswhether judicial or administrative, including its Subsidiaries, the Company challenging this Agreement or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result consummation of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliateshereby, including its Subsidiaries. Neither party hereto will take seeking to have any action which could reasonably be expected stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (e) the execution or delivery of any additional instruments necessary to result in any of consummate the representations or warranties made by such party pursuant transactions contemplated by, and to Articles II or IIIfully carry out the purposes of, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Subscriber, the Company and each party hereto Parent shall, and the Company and each Parent shall cause their respective Affiliates to, use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable necessary under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyby this Agreement as promptly as practicable following the Subscriber’s written request, including (i) preparing and filing with any Governmental Entity or other third party as promptly as practicable following Subscriber’s written request all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Entity or other third party that are necessary to consummate the transactions contemplated by this Agreement (including in connection with applicable Competition Laws); provided, that the Related Agreements. The Company parties hereto understand and Parent shall use its agree that the reasonable best efforts of any party to this Agreement shall be deemed not to require such party or any of its Affiliates to (iA) as promptly as practicablemake any payment or grant any concession to, obtain all Approvals or incur any obligation for the benefit of, any Person in connection with obtaining and maintaining any approval, consent, authorization or confirmation from any third party (including those referred other than a Governmental Entity) that is required to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required be obtained in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and therebyby this Agreement (other than filing or administrative fees or expenses), including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filingsB) enter into any settlement, including providing copies of all such documents to the non-filing party and its advisors prior to filings andundertaking, if requestedconsent decree, will accept all reasonable additionsstipulation or agreement with, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of litigation against, any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) Entity in connection with the transactions contemplated hereby or (C) divest or otherwise hold separate (including by this Agreement and establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the Related Agreements; and (iiiforegoing) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened of its or such injunction its Affiliates’ businesses, assets or other Orderproperties; provided, further, the issuance or entry thereof, provided, however, that neither Parent nor any Subscriber’s obligations under this ‎‎Section 6.01 shall not apply to the internal processes of the Subscriber and its Affiliates shall with respect to obtaining the PS Investment Approval pursuant to ‎‎Section 9.03(f), which approval may be under any obligation to (x) make proposals, execute granted or carry out agreements or submit to Orders providing for withheld in the sale or other disposition or holding separate (through sole discretion of the establishment general partner of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiariesthe Subscriber. The Subscriber, the Company or the holding separate of the Company Common Stock or imposing or seeking and each Parent agree to impose any limitation on the ability of Parent or any of its Affiliatesexecute and deliver, including its Subsidiariesand to cause their Affiliates to execute and deliver, to conduct their business or own such assets or to acquireother documents, hold or exercise full rights of ownership of Company Common Stockcertificates, or (y) otherwise take any step to avoid or eliminate any impediment which agreements and other writings as may be asserted under any Law governing competitionnecessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement subject to, monopolies or restrictive trade practices whichand in accordance with, the terms hereof. In furtherance and not in the reasonable judgment of Parent, might result in a limitation of the benefit expected foregoing, the Company, Parents, and the Subscriber shall, and shall cause their respective Affiliates to, make or cause to be derived by Parent as a result of made all filings required under applicable Competition Laws with respect to the transactions contemplated hereby or might adversely affect by this Agreement as promptly as practicable following the Subscriber’s written request. The Company or Parent or any shall be solely responsible for and shall pay all fees and expenses required to be paid in connection with the preparation and filing of Parent's Affiliatesall regulatory filings required to consummate transactions contemplated by this Agreement, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of filing required under the representations or warranties made by such party pursuant to Articles II or III, as HSR Act (the case may be, becoming untrue or inaccurate in any material respect“Regulatory Filing Fees”).

Reasonable Best Efforts; Further Assurances. (a) Upon Each party hereto shall, as promptly as practicable, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the terms performance of its obligations pursuant to this Agreement. Each party shall cooperate fully with the other party and subject its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the conditions set forth in HSR Act has not been filed prior to the date hereof, the Seller agrees to cause the Companies and the Purchaser agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 10 Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the Purchaser’s undertaking pursuant to this Section 7.1(a), the Purchaser agrees to use its reasonable best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any Requirements of Law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any of its assets, properties or businesses, or of the assets, properties or businesses to be acquired by it pursuant to this Agreement, each party hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, the Purchaser shall use its reasonable best efforts to takedefend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or cause to be takenhave vacated or terminated, all actionsany order (whether temporary, and do, preliminary or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (ipermanent) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority that would prevent the consummation of the Closing. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including all information required by threatening to be included exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the Joint Proxy Statement/Prospectus payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and provision of additional security (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Orderincluding a guaranty), the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates Purchaser shall be under any obligation to (x) make proposals, execute solely responsible for making all such payments or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own all such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectadditional security.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions and other provisions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related AgreementsAgreements (as defined in Section 6.2(e)). The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) of this Agreement and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Related Agreements by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will shall accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL VSCA or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, or the Company or its Subsidiaries or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's ’s Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated herebyhereby (including Section 6.2(g) hereof), and by the Related AgreementsOption Agreement as soon as reasonably practicable after the date hereof. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); ) or (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) liftOption Agreement. Anything in this Agreement to the contrary notwithstanding, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto Anything in this Agreement to the contrary notwithstanding, without the prior written consent of Parent neither the Company nor any of its Subsidiaries will take any action which could reasonably be expected to result specified in any clause (x) or clause (y) of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectimmediately preceding sentence.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto of Buyer and Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and to assist filing as promptly as practicable with any Governmental Authority all filings, notices, petitions, statements, registrations, submissions of information, applications and cooperate other documents required in connection with the consummation of the transactions contemplated by this Agreement, (ii) supplying as promptly as practicable any additional information and documentary material that may be requested from any Governmental Authority in connection with this Agreement or the transactions contemplated by this Agreement and (iii) obtaining and maintaining all approvals, consents, waivers, permits, authorizations, orders and other party or parties in doing, all things confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions by this Agreement. Buyer shall not take or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing cause to be made pursuant to taken any action that it is aware or should reasonably be aware would have the DGCL effect of delaying, impairing or impeding the receipt of any other Law approval, consent, waiver, permit, authorization, order or any applicable Regulations confirmation of any Governmental Authority (including all information required referred to be included in the Joint Proxy Statement/Prospectus preceding sentence. Without limiting the generality of the foregoing, Buyer shall not, and shall cause its controlled Affiliates not to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, if the entering into a definitive agreement relating to, or the Registration Statementconsummation of, such acquisition, merger or consolidation would reasonably be expected to (A) impose any material delay in connection with the obtaining of, or materially increase the risk of not obtaining, any approval, consent, waiver, permit, authorization, order or other confirmation of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement and or the Related Agreements; and (iii) lift, rescind expiration or mitigate the effects termination of any injunction or other Order adversely affecting applicable waiting period, (B) materially increase the ability risk of any party hereto to consummate Governmental Authority entering an order prohibiting the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result consummation of the transactions contemplated hereby by this Agreement, or might adversely affect (C) materially delay the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any consummation of the representations or warranties made transactions contemplated by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon Comcast and the terms Xxxxx Entities will each execute and subject deliver or cause to the conditions set forth in this Agreement, each party hereto shall be executed and delivered all further documents and instruments and use its their reasonable best efforts to secure such consents and take, or cause to be taken, all actions, such further action and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable Comcast to enjoy all of the benefits and make effective, in rights incident to the most expeditious manner practicable, ownership of the Merger Control Shares. Comcast and the other transactions contemplated herebyXxxxx Entities shall each use their reasonable best efforts to, and by the Related Agreements. The Company and Parent Xxxxx Entities shall use its their reasonable best efforts to cause the Intercable Group Entities to, cooperate with one another (ia) as promptly as practicablein determining whether any action by or in respect of, obtain all Approvals (including those referred or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule)be obtained from any third party, and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery consummation of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers, including making such filings on FCC Form 394 ("394 Filings") as may be necessary to obtain the Related Agreementsrequired authorizations, consents and approvals from the applicable Franchise Authorities relating to the Franchises held by the Intercable Group Entities; and (iii) liftprovided that no such 394 Filings shall be required to be filed prior to November 1, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, 1998 with respect to any threatened Franchises relating to Managed Systems, which, on the date hereof, are and thereafter remain subject to a letter of intent or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any agreement of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders sale providing for the sale or other disposition of such Managed System to a Person other than the Company (or holding separate (through its wholly-owned Subsidiaries). In connection with the establishment foregoing, Comcast may also seek that any such actions, consents, approvals or waivers include the immediate transfer on the Closing Date of the Control Shares by Comcast to Comcast Cable Communications, Inc., a wholly-owned subsidiary of Comcast and the parent company of Comcast's cable division. Comcast and the Xxxxx Entities shall use their reasonable best efforts to, and the Xxxxx Entities shall use their reasonable best efforts to cause the Intercable Group Entities to, each make an appropriate filing of a trust Notification and Report Form pursuant to the HSR Act no later than ten business days from the date hereof; and each such filing shall request early termination of the waiting period imposed by the HSR Act. Comcast and the Xxxxx Entities shall not be required to agree to any consent decree or otherwise) order in connection with any objections of any assets or categories the Department of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company Justice or the holding separate of the Company Common Stock or imposing or seeking Federal Trade Commission to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto Buyer and Seller shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable Laws and Orders to promptly satisfy the conditions to the Closing and to assist promptly consummate the Contemplated Transactions, including the obtaining of the approvals of the Insurance Regulators of the jurisdictions where such approval is required (including without limitation Massachusetts) and cooperate with to seek an Approved Dividend that is equal in amount to and includes the assets comprised in the Target Dividend and Seller and Buyer shall, and shall cause their respective Affiliates to, execute and deliver such other party documents, certificates, agreements and other writings and to take such other actions (such as obtaining consents from third parties) as may be necessary or parties desirable in doing, all things necessary, proper or advisable order to consummate and make effectiveor implement expeditiously the Contemplated Transactions, including the transactions contemplated by the Restructuring Agreement. This obligation shall include, in the most expeditious manner practicablecase of Buyer, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including agreeing to continue to perform on an annual basis those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and closed block procedures currently being performed by the Company and Parent required by the DOI and (ii) if requested by any other Insurance Regulator, and subject to the limitations set forth in the following sentence, as a condition to approval by such Insurance Regulator of the Contemplated Transactions, funding, or causing one of its Affiliates to fund, certain assets in trust to support the Company’s liabilities to policyholders resident in the jurisdiction of such Insurance Regulator. Notwithstanding anything to the contrary contained herein, neither Buyer nor Seller nor any of their Affiliates shall make all filings under applicable Law be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any action in connection with satisfying the conditions to the Closing that would, individually or in the aggregate, reasonably be expected to materially impair the net benefits such party reasonably expects to obtain in connection with the authorizationContemplated Transactions, execution and delivery of this Agreement by the Company and Parent and the consummation by them of including the transactions contemplated hereby in the Accident and therebyHealth Coinsurance Agreement, including or, in the Merger case of the New York Accident and Health Coinsurance Agreement, result in any non-immaterial adverse effect (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents respect to the non-filing net Liabilities being transferred) on such party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Related AgreementsProxy Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible; and (iiivi) liftdivest such plants, rescind assets or mitigate businesses of the effects Company or any of its Subsidiaries (including entering into customary ancillary agreements on commercially reasonable terms relating to any injunction such divestiture of such assets or businesses) as may be required in order to avoid the filing of a lawsuit by any Governmental Entity seeking to enjoin the purchase of Shares pursuant to the Offer or the consummation of the Merger, or the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other Order adversely affecting order in any suit or proceeding, which would otherwise have the ability effect of any party hereto preventing or delaying the purchase of Shares pursuant to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened Offer or such injunction or other Order, the issuance or entry thereof, consummation of the Merger; provided, however, that neither Parent nor Alcoa shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of its Affiliates shall be under any obligation to plants, assets and businesses of (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent Alcoa or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, Subsidiaries or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent any of its Subsidiaries that accounted in the aggregate for more than $60 million in revenues in the Company's 1999 fiscal year. At the request of Alcoa, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take , provided that any such action which could reasonably shall be expected to result in any conditioned upon the consummation of the representations purchase of Shares in the Offer. Prior to making any application to or warranties made by filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectdrafts.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each party hereto and to applicable Laws, during the Pre-Closing Period, the Parties shall cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all actionsactions necessary, proper or advisable (including executing and delivering any documents, certificates, instruments and other papers that are reasonably necessary for the consummation of the Transactions), and do, or cause to be done, and to assist and cooperate with the other party or parties Parties in doing, all things necessary, proper or advisable reasonably necessary to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions. The Parties shall use their reasonable best efforts, and each Party shall cooperate in all reasonable respects with the other transactions contemplated herebyParty, to send the requisite notice to or to solicit and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (waivers, consents, approvals, permits, orders or authorizations from third parties reasonably necessary, proper or advisable to consummate the Transactions, including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) obtain the consents of, as applicable, the contractual counterparties to the Contracts listed on Section 7.1 of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents Letter prior to the non-filing party and its advisors prior to filings andClosing; provided, if requestedhowever, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for that no Party nor any application or other filing to of their Affiliates shall be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be included required unless such consent is specifically described in the Joint Proxy Statement/Prospectus Disclosure Letters as requiring related payment (or the Registration Statementincursion of related obligation) in connection with the transactions contemplated by this Agreement Transactions, and provided, further, that the Parties acknowledge and agree that the failure to obtain any such consent (other than such consent specifically described in the Disclosure Letters as requiring related payment (or incursion of related obligation)) is not, and shall not be, a condition to Closing. Each Party shall, during the Pre-Closing Period, keep the other Parties informed on a reasonably current basis of any and all matters concerning APHC, Irish Holdco and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or IIIEntities, as the case may be, becoming untrue or inaccurate that in any the reasonable opinion of the relevant Party may be of material respectrelevance for the purposes of effecting the Transactions in a timely manner and pursuant to the terms hereof.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto shall Parent and the Company will use its their respective reasonable best efforts to to, and will cause their respective Subsidiaries to, take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement. Parent and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to assist take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Such actions shall include (i) preparing and cooperate with the filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports, and other party or parties in doingfilings and to obtain as promptly as reasonably practicable all consents, all things necessaryregistrations, proper approvals, waivers, orders, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement and make effective(ii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable laws and rules and regulations and other requirements of any Governmental Entity that would prevent the consummation of the transactions contemplated by this Agreement. Parent and the Company shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, (ii) in determining whether any actions, consents, approvals or waivers are required to be taken by or obtained from parties to any Contracts, in connection with the most expeditious manner practicable, consummation of the Merger and the other transactions contemplated by this Agreement, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to take or obtain any such actions, consents, approvals or waivers and (iv) and shall keep each other apprised of the status of matters related to obtaining any such actions, consents, approvals or waivers. Without limiting the foregoing, (i) Parent shall control all discussions with (A) any Governmental Entity relating to the filings required under the HSR Act and (B) with the other parties set forth in Section 6.1 of the Parent Disclosure Schedule, in each case relating to the transactions contemplated by this Agreement, (ii) Parent and the Company shall use reasonable best efforts to comply (and cause their affiliates to comply) promptly but in no event later than ten (10) business days after the date hereof with the notification and reporting requirements of the HSR Act, (iii) each of Parent and the Company shall use their respective reasonable best efforts to (and shall cause their affiliates to use their reasonable best efforts to) obtain early termination of the waiting period under the HSR Act and (iv) each of Parent and the Company shall use reasonable best efforts to, as soon as practicable, and in any event within fifteen (15) business days after the date hereof, make such other filings with any foreign Governmental Entity as may be required under any applicable similar foreign law. Each of Parent and the Company shall (and shall cause their affiliates to) substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (an “Antitrust Authority ”) relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, and including, without limitation, any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by the Related AgreementsAntitrust Division of the United States Department of Justice or the United States Federal Trade Commission or any subpoena, interrogatory or deposition. The Each of Parent and the Company shall (and Parent shall cause their affiliates to) use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) termination or expiration of the Company Disclosure Schedule)waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the Company and Parent shall initiation of any litigation, suit, action, order or proceeding by an Antitrust Authority or the entry or issuance of any Restraint which would prohibit, make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and unlawful or delay the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which by this Agreement. Each of Parent and the Company will shall (and shall cause their affiliates to) cooperate with each other in connection good faith with the making of all such filings, including providing copies of all such documents Antitrust Authorities and use its reasonable best efforts to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Outside Date) and use its reasonable best efforts to avoid, prevent, eliminate or remove the Related Agreements; and (iii) lift, rescind actual or mitigate the effects threatened commencement of any injunction proceeding in any forum by or other Order adversely affecting the ability on behalf of any party hereto to consummate Antitrust Authority or the transactions contemplated hereby and thereby and to issuance of any Restraint that would delay, enjoin, prevent, with respect to any threatened restrain or such injunction or other Order, otherwise prohibit the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate consummation of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectMerger.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the Option Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other OrderOder, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject Prior to the conditions set forth in this Agreementeach applicable Closing, each party hereto shall of the Parties will use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties Parties in doing, all things necessary, proper or advisable under any applicable Law to consummate and make effective, effective in the most expeditious manner practicablepossible the Transactions, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to including (i) as promptly as practicablethe preparation and filing of all forms, obtain all Approvals registrations and notices required to be filed to consummate the Transactions, (including those referred to in Sections 2.6(aii) and 2.6(b) and Sections 2.6(a) and 2.6(b) the satisfaction of the Company Disclosure Schedule)conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions will include furnishing all information in connection with the making approvals of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to or filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or with any other Law or any applicable Regulations of any Governmental Authority (including all information Entity) required to be included in the Joint Proxy Statement/Prospectus obtained or the Registration Statement) made by any Party or any of their respective Affiliates in connection with the transactions Transactions or the taking of any action contemplated by this Agreement and or any of the Related other Transaction Agreements; , (iv) taking all reasonable actions necessary to obtain applicable consents, waivers or approvals of any third parties, including with respect to Assigned Contracts, (v) defending any Actions, whether judicial or administrative, challenging this Agreement or any of the other Transaction Agreements or the performance of the obligations hereunder or thereunder, and (iiivi) lift, rescind or mitigate the effects execution and delivery of any injunction or other Order adversely affecting the ability of any party hereto additional instruments, documents and reports necessary to consummate the transactions contemplated hereby and thereby and Transactions (including the delivery by the PHH Parties to prevent, with respect Buyer prior to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to each Closing (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or updated Pipeline Reports and (y) otherwise take any step Updated PHH Disclosure Letter) and to avoid or eliminate any impediment which may be asserted under any Law governing competitionfully carry out the purposes of this Agreement and the other Transaction Agreements. Subject to Section 4.2, monopolies or restrictive trade practices which, in each Party will use all reasonable best efforts to fulfill all conditions precedent to the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto Closing and will not take any action which could after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any consent, authorization, Order or approval of, or exemption by, any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding anything to the contrary in this Agreement, in no event will any Party or any of their Affiliates be required to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise) to any Governmental Entity or any other Person in connection with actions contemplated by this Section 4.8. Nothing in this Section 4.8 shall apply to the representations or warranties made by such party obligations of Buyer to apply for any filings and approvals pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectJV Purchase Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto shall Buyer and each member of Seller Group will use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper necessary or advisable desirable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and cause the Related Agreements; other Party's conditions to Closing set forth in Article 10 to be satisfied. Each member of Seller Group and (iii) lifteach Buyer agree, rescind and each member of Seller Group, prior to the Closing, and each Buyer, after the Closing, agree to cause each of the Alias Companies to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto desirable in order to consummate or implement expeditiously the transactions contemplated hereby and thereby by this Agreement and to preventvest in Buyer good and valid title to the Purchased Assets free and clear of all Liens. If an attempted assignment of any Purchased Asset or any right thereunder, with respect to any threatened except for such Purchased Assets or such injunction or other Orderrights thereunder as set forth on Schedule 7.01, without the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment Consent of a trust third party would constitute a breach or otherwise) in any way adversely affect the rights of Buyer or Seller Group thereunder, and such Consent is not obtained by Seller Group prior to the Closing Date, each member of Seller Group and Buyer will each use its commercially reasonable efforts to establish an arrangement subject to the approval of Buyer (such approval to be in Buyer's sole discretion), under which Buyer would obtain the benefits of and, subject to its rights to indemnification hereunder, assume the obligations under such Purchased Assets or rights thereunder in accordance with this Agreement; provided that the foregoing shall in no way limit any assets or categories member of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent Seller Group's obligations hereunder or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full the rights of ownership Buyer to be indemnified by each member of Company Common StockSeller Group in accordance with this Agreement for the failure of such Purchased Assets or rights to be assigned to Buyer or one or more of its designees at Closing free and clear of all Liens or for failure of any such Consents to be obtained; provided further that Seller Group shall bear all Liabilities (including, without limitation, reasonable attorneys' fees and expenses) incurred in connection with any such arrangement(s). To the extent that any additional Purchased Assets or Assumed Liabilities (yor Excluded Assets or Excluded Liabilities) otherwise are identified after the Closing, each member of Seller Group and Buyer agree to execute and deliver and cause to be executed and delivered such other documents, certificates, agreements and other writings and to take any step to avoid or eliminate any impediment which such other actions as may be asserted under any Law governing competition, monopolies necessary in order to transfer such Purchased Assets and/or Assumed Liabilities to Buyer (or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected Excluded Assets or Excluded Liabilities to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectSeller Group).

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall each use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto shall of Buyer, each Sponsor Holdings Owner and each Seller and the Company will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, tax certificates and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, by this Agreement; provided that the parties hereto understand and by agree that the Related Agreements. The Company and Parent shall use its reasonable best efforts of any party hereto shall not be deemed to include (i) as promptly as practicableentering into any settlement, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule)undertaking, and the Company and Parent shall make all filings under applicable Law required in connection consent decree, stipulation or agreement with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by this Agreement establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company's, Subsidiaries' or any of their respective Affiliates' businesses, assets or properties. Each Seller, each Sponsor Holdings Owner and Buyer agrees, and Buyer, after the Related Agreements; Closing, agrees to cause the Company and (iii) lifteach Subsidiary, rescind or mitigate the effects of any injunction or to execute and deliver such other Order adversely affecting the ability of any party hereto documents, certificates, agreements and other writings and to take such other actions as may be necessary in order to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto shall Sellers and Buyer will use its their reasonable best efforts to to, and will cooperate fully with each other to, take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and to assist filing with any Governmental Authority or other third party as promptly as practicable, and cooperate with in no event later than 15 days after the other party or parties in doingdate hereof, all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents set forth in Section 6.01(b) of the Disclosure Schedule and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations set forth in Section 6.01(b) of the Disclosure Schedule (each a “Governmental Approval” and together, the “Governmental Approvals”) required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement Agreement, including supplying as promptly as practicable any additional information and documentary material that may be requested pursuant to Applicable Law. The parties shall cooperate with the Related Agreements; reasonable requests of each other in seeking to obtain as promptly as practicable all such Governmental Approvals. Without limiting the foregoing, the parties hereto understand and agree that the reasonable best efforts of Buyer shall include (iiix) lift, rescind or mitigate acceding to reasonable conditions on Buyer’s ownership in the effects Company that may be imposed by any Governmental Authority in connection with its review and approval of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby by this Agreement, including any conditions relating to future acquisitions in the Company as required by any Governmental Authority and thereby and (y) providing information necessary for inclusion in any filings or other documents reasonably necessary to preventobtain any such Governmental Approvals, including, with respect to any threatened or the provision of personally identifiable information, Buyer taking (but only to the extent permitted by applicable Governmental Authorities) such injunction or steps as and to the extent are consistent with the steps taken in obtaining required regulatory consents and approvals for its acquisitions of (and investments in) other Orderregulated businesses, but which steps shall not include the issuance or entry thereof, provided, however, that neither Parent nor any provision of its Affiliates shall be under any obligation personally identifiable information relating to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate executive officers and members of the Company Common Stock or imposing or seeking Board of Directors of Buyer. Sellers and Buyer agree to impose any limitation on the ability of Parent or any of its Affiliatesexecute and deliver such other documents, including its Subsidiariescertificates, agreements and other writings and to conduct their business or own take such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which other actions as may be asserted under any Law governing competition, monopolies necessary or restrictive trade practices which, desirable in the reasonable judgment of Parent, might result in a limitation of the benefit expected order to be derived by Parent as a result of consummate or implement expeditiously the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon a. Under the terms and subject to the conditions set forth herein, except as otherwise provided in this AgreementAgreement or any Ancillary Agreement and subject to Section 6.4, each party hereto shall of the Parties agrees to use its reasonable best efforts before and, as may be applicable, after the Closing Date to take, take or cause to be takentaken all action, all actions, and do, to do or cause to be done, and to assist and cooperate with the other party or parties Party in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws which are the subject of Section 6.4) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; , including: (i) the preparation, negotiation and finalization of the Ancillary Agreements, and, following the Closing, the administration and coordination of the Ancillary Agreements, (ii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (iii) liftthe obtaining of all necessary actions, rescind or mitigate consents, approvals and waivers of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws which are the effects subject of Section 6.4), (iv) to the extent consistent with, but without limiting, the obligations of the Parties set forth in Section 6.4, the defending of any injunction Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (v) the effecting of all registrations, filings and transfers of Environmental Permits necessary for the operation of the Business and required under Environmental Laws, (vi) the executing, acknowledging and delivering such assignments, transfers, consents, assumptions and other Order adversely affecting documents and instruments and the ability taking of such other actions as may reasonably be requested by the other Party in order to carry out the intent of this Agreement and any party hereto to consummate Ancillary Agreements, and (vii) the conveying and transferring to, and vesting in, Purchaser and the Purchaser Designated Affiliates of, the Shares, Purchased Assets and Assumed Liabilities, as contemplated by this Agreement, the Local Implementing Agreements and the transactions contemplated hereby and thereby thereby. From and after the date hereof, each Party shall use its reasonable best efforts to prevent, with respect take the actions set forth in Section 6.5 and each Party agrees to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate provisions set forth on Section 6.5 of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectSeller Disclosure Letter.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Related AgreementsProxy Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (iiiv) lifttake any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, rescind competition, or mitigate the effects of trade regulation law that is asserted by any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, Governmental Entity with respect to any threatened the Offer or such injunction the Merger so as to enable the consummation of the Offer or other Order, the issuance or entry thereof, Merger to occur as expeditiously as possible; provided, however, that neither Parent nor DCNA shall not be required to take any of its Affiliates shall be under any obligation to (x) make proposalsactions in connection with, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parentagree to, any hold separate order, sale, divestiture, or disposition of its Affiliatesplants, including its Subsidiaries, the Company or the holding separate assets and businesses of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent DCNA or any of its Affiliates, including its Subsidiaries, to conduct their business Subsidiaries or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act and the European Union merger control regulations), each party hereto will take any action which could reasonably be expected shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to result in any of the representations or warranties made by comment on such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectdrafts.

Reasonable Best Efforts; Further Assurances. (a) Upon Under the terms and subject to the conditions set forth herein, except as otherwise provided in this AgreementAgreement or any Ancillary Agreement (and subject to Section 6.3), each party hereto shall of the Parties agrees to use and to cause its Affiliates to use its reasonable best efforts before and, as may be applicable, after the Closing Date, until the earlier to takeoccur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the 115 Purchaser Shareholders Agreement), to take or cause to be takentaken all action, all actions, and do, to do or cause to be done, and to assist and cooperate with the other party or parties Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; and , including: (iiia) lift, rescind or mitigate the effects satisfaction of the conditions precedent to the obligations of any injunction or of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Order adversely affecting the ability Approvals of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any threatened Action, whether judicial or such injunction administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other Orderauthorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the issuance taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or entry thereofany Ancillary Implementing Agreement, providedincluding Section 6.3, however, that neither Parent nor any none of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Seller Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which resources and creditworthiness as may be asserted under reasonably requested by any Law governing competition, monopolies or restrictive trade practices which, Governmental Authority whose Approval is sought in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of connection with the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respecthereby.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto shall Parent and the Company will use its their respective reasonable best efforts to to, and will cause their respective Subsidiaries to, take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement. Parent and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to assist take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Such actions shall include (i) preparing and cooperate with the filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports, and other party or parties in doingfilings and to obtain as promptly as reasonably practicable all consents, all things necessaryregistrations, proper approvals, waivers, orders, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement and make effective(ii) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable laws and rules and regulations and other requirements of any Governmental Entity that would prevent the consummation of the transactions contemplated by this Agreement. Parent and the Company shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, (ii) in determining whether any actions, consents, approvals or waivers are required to be taken by or obtained from parties to any Contracts, in connection with the most expeditious manner practicable, consummation of the Merger and the other transactions contemplated by this Agreement, (iii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to take or obtain any such actions, consents, approvals or waivers and (iv) and shall keep each other apprised of the status of matters related to obtaining any such actions, consents, approvals or waivers. Without limiting the foregoing, (i) Parent shall control all discussions with (A) any Governmental Entity relating to the filings required under the HSR Act and (B) with the other parties set forth in Section 6.1 of the Parent Disclosure Schedule, in each case relating to the transactions contemplated by this Agreement, (ii) Parent and the Company shall use reasonable best efforts to comply (and cause their affiliates to comply) promptly but in no event later than ten (10) business days after the date hereof with the notification and reporting requirements of the HSR Act, (iii) each of Parent and the Company shall use their respective reasonable best efforts to (and shall cause their affiliates to use their reasonable best efforts to) obtain early termination of the waiting period under the HSR Act and (iv) each of Parent and the Company shall use reasonable best efforts to, as soon as practicable, and in any event within fifteen (15) business days after the date hereof, make such other filings with any foreign Governmental Entity as may be required under any applicable similar foreign law. Each of Parent and the Company shall (and shall cause their affiliates to) substantially comply with any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission or the antitrust or competition law authorities of any other jurisdiction (an “Antitrust Authority”) relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, and including, without limitation, any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by the Related AgreementsAntitrust Division of the United States Department of Justice or the United States Federal Trade Commission or any subpoena, interrogatory or deposition. The Each of Parent and the Company shall (and Parent shall cause their affiliates to) use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) termination or expiration of the Company Disclosure Schedule)waiting period under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any foreign antitrust or competition laws and (ii) prevent the Company and Parent shall initiation of any litigation, suit, action, order or proceeding by an Antitrust Authority or the entry or issuance of any Restraint which would prohibit, make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and unlawful or delay the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which by this Agreement. Each of Parent and the Company will shall (and shall cause their affiliates to) cooperate with each other in connection good faith with the making of all such filings, including providing copies of all such documents Antitrust Authorities and use its reasonable best efforts to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with complete lawfully the transactions contemplated by this Agreement as soon as practicable (but in any event prior to the Outside Date) and use its reasonable best efforts to avoid, prevent, eliminate or remove the Related Agreements; and (iii) lift, rescind actual or mitigate the effects threatened commencement of any injunction proceeding in any forum by or other Order adversely affecting the ability on behalf of any party hereto to consummate Antitrust Authority or the transactions contemplated hereby and thereby and to issuance of any Restraint that would delay, enjoin, prevent, with respect to any threatened restrain or such injunction or other Order, otherwise prohibit the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate consummation of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectMerger.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Each of the Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) of this Agreement and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept consider all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus Statement or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, ; provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, in each case except as would not reasonably be expected to have a material adverse effect on the assets and liabilities (taken together), financial condition or business of Parent and its Subsidiaries and the Company and its Subsidiaries on a combined basis, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit which would reasonably be expected to be derived by have a material adverse effect on the assets and liabilities (taken together), financial condition or business of Parent as a result of the transactions contemplated hereby or might adversely affect and its Affiliates and the Company or Parent or any of Parent's Affiliates, including and its SubsidiariesSubsidiaries on a combined basis. Neither party hereto will knowingly take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and use reasonable best efforts to cause their respective subsidiaries, directors, officers, employees, agents, attorneys, accountants and representatives, to (i) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other person necessary in connection with the Related Agreementsconsummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated by this Agreement, including but not limited to defending through litigation on the merits any claim asserted in any court by any person; (iv) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition or trade regulation law that is asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the consummation of such transactions to occur as expeditiously as possible; and (iiiv) liftdivest such plants, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories businesses of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate Company Subsidiary (including entering into customary ancillary agreements on commercially reasonable terms relating to any such divestiture of such assets or businesses) as may be required in order to avoid the filing of a lawsuit by any Governmental Entity seeking to enjoin the consummation of the Company Common Stock transactions contemplated by this Agreement, or imposing the entry of, or seeking to impose effect the dissolution of, any limitation on injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the ability effect of Parent preventing or delaying the consummation of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that the Buyer shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture or disposition of plants, assets and businesses of (x) the Buyer or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, subsidiaries or (y) of the Company or the Company Subsidiary that accounted in the aggregate for more than $125 million in revenues in the Company's 2000 fiscal year. At the request of the Buyer, the Seller shall agree to divest, hold separate or otherwise take or commit to take any step action that limits its freedom of action with respect to, or its ability to avoid or eliminate retain, any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to businesses, product lines or assets of the Company or the Company Subsidiary, PROVIDED that any such action shall be derived by Parent as a result conditioned upon the consummation of the transactions contemplated hereby contem plated hereby. Prior to making any application to or might adversely affect filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the Company or Parent or any of Parent's AffiliatesHSR Act), including its Subsidiaries. Neither each party hereto will take any action which could reasonably be expected shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to result in any of the representations or warranties made by comment on such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectdrafts.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, Section 5.6(b) hereof, each party of the parties hereto shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all lawful things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement as soon as practicable after the date hereof and to ensure that the Related Agreementsconditions set forth in Article VI are satisfied, insofar as such matters are within its control, including, without limitation, the following: (i) making the requisite filings pursuant to the HSR Act; (ii) making all necessary notifications required by and filing all necessary applications with the FCC seeking the consent of the FCC to the transfer of the Permits and Communications Licenses issued by the FCC to the Company and each of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement (the “FCC Consents”); (iii) lift, rescind making all necessary notifications required by and filing all necessary applications with the State PUCs seeking the consent of the applicable State PUC to the assignment of the Permits and Communications Licenses issued or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto granted by such State PUC to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, Subsidiaries in connection with the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result consummation of the transactions contemplated hereby or might adversely affect by this Agreement (the “State PUC Consents”); and (iv) making all necessary notifications required by and filing all necessary applications with each Municipal Franchising Authority seeking the consent of the Municipal Franchising Authority to the transfer of the Permits and Communications Licenses issued by the Municipal Franchising Authority to the Company or Parent or any and each of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result Subsidiaries in any connection with the consummation of the representations or warranties made transactions contemplated by this Agreement (the “Municipal Franchising Authority Consents”). Without limiting the generality of the foregoing, and subject to Section 5.2, the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to the other such party pursuant to Articles II or III, necessary information and reasonable assistance as the case other party may be, becoming untrue or inaccurate reasonably request in any material respectconnection with the foregoing.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other transactions contemplated hereby, hereby and by the Related Agreements. The Company and Parent shall each use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred necessary to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of consummate the Company Disclosure Schedule), Arrangement and the Company other transactions herein and Parent each party hereto shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by each of them of the transactions contemplated hereby and thereby, including the Merger Arrangement (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL Legislation or any other Law or any applicable Regulations regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration StatementCircular) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the common shares of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stockcommon shares of the Company, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any applicable Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Company, Parent or any of Parent's their respective Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II 3 or III4, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Affiliates to, (i) use reasonable best efforts to obtain all consents (including, without limitation, the consent of Arie Gutman to the assignxxxx xx xxx FineTech Agreement and the Related AgreementsIndemnification Agreement), approvals, waivers, licenses, Permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Entity required for the consummation of the transactions contemplated by this Agreement as promptly as reasonably practicable (including, without limitation, providing an undertaking to the Office of the Chief Scientist, Ministry of Industry and Trade of the State of Israel); (ii) provide all such information concerning such party and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with the foregoing; (iii) take any and all reasonable steps necessary to avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated by this Agreement, including but not limited to defending through litigation on the merits any claim asserted in any court by any person; and (iiiiv) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step and all reasonable steps necessary to avoid or eliminate any every impediment which may be asserted under any Law governing antitrust, competition, monopolies or restrictive trade practices which, in regulation law that is asserted by any Governmental Entity with respect to the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result consummation of the transactions contemplated hereby by this Agreement so as to enable the consummation of the transactions contemplated by this Agreement to occur as expeditiously as possible. Prior to making any application to or might adversely affect filing with a Governmental Entity in connection with this Agreement, each party shall provide the Company or Parent or any other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. Buyer and the Sellers shall each keep each other reasonably apprised of Parent's Affiliatesthe status of material matters relating to the completion of the transactions contemplated hereby, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any promptly furnishing the other with copies of notices or other communications received by Buyer or the representations or warranties made by such party pursuant to Articles II or IIISellers, as the case may be, becoming untrue or inaccurate in by any material respectof their respective Affiliates, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall Each Party will use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Law to consummate and make effectiveconsummate, in the most expeditious manner practicable, the Merger Transactions. -34- NAI-1502820106v1 (b) Without limiting the effect of ‎Section 5.05(a), Seller and the other transactions contemplated herebyCompany will use reasonable best efforts to obtain all authorizations, consents, approvals and waivers of, and by give all notices to, each third party that may be necessary for the Related Agreementsconsummation of the Transactions (provided, that, in connection with obtaining any such authorizations, consents, approvals and waivers, or the giving of such notices, Seller (i) will not be required to incur any out-of-pocket costs or any other Liability and (ii) will not have Liability for failure to obtain such authorizations, consents, approvals or waivers, or to provide such notices). The Company Purchaser acknowledges that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and Parent no condition shall be deemed not satisfied, as a result of the failure to obtain any such authorization, consent, approval or waiver, or to provide such notice. (c) From the Effective Date until the Closing Date, each Party will promptly notify the other Party of any written notice or other written communication from any Person alleging that the consent of such Person or any Governmental Authority is or may be required in connection with the Transactions. (d) Each Party will use its reasonable best efforts to (i) prepare, as promptly soon as practicable, obtain all Approvals filings in connection with seeking the Required Regulatory Approval, and any other exemption or other authorization from any Governmental Authority necessary to consummate the Transactions; (including those referred ii) prosecute such filings with diligence; (iii) oppose any objections to, appeals from or petitions to in Sections 2.6(areconsider or reopen any such approval by Persons not party to this Agreement; (iv) and 2.6(b) and Sections 2.6(a) and 2.6(b) facilitate obtaining any final order or orders approving the Transactions or to remove any impediment to the consummation of the Company Disclosure Schedule), Transactions; and the Company and Parent shall make (v) furnish all filings under applicable Law required information in connection with the authorization, execution approvals of or filings with regard to the Required Regulatory Approval with any Governmental Authority and delivery of this Agreement by the Company promptly cooperate with and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (furnish information in connection with which Parent and the Company will cooperate with each other any such requirements imposed upon Purchaser or any of its Affiliates in connection with the making Transactions. Subject to ‎Section 5.06, Purchaser will use reasonable best efforts to obtain the Required Regulatory Approval, or any exemption thereto, and to remove any impediment imposed by any Governmental Authority to allow the consummation of all such filings, including providing copies of all such documents the Transactions. Seller will not have any Liability for the failure to obtain the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application Required Regulatory Approval or other filing to be made pursuant to the DGCL consent, approval or any other Law or any applicable Regulations authorization of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by Transactions subject to its compliance with the terms of this Agreement and Agreement. Each Party will advise the Related Agreements; and (iii) lift, rescind or mitigate the effects other Party promptly of any injunction material communication received by such Party or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates from the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority regarding any of the Transactions and of any understandings, undertakings or agreements (oral or written) such Party proposes to make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority in connection with the Transactions. Except as required by Law, neither Seller nor Purchaser will independently participate in any meeting with any Governmental Authority in respect of any findings or inquiry in connection with the Transactions without giving the other prior notice of the meeting and the opportunity to attend, participate, or both, in each case unless prohibited by the -35- NAI-1502820106v1 Governmental Authority. The Parties will consult and cooperate with one another to the extent permitted by Law in connection with any information or proposals submitted in connection with proceedings under or relating to the HSR Act in connection with the Transactions. (e) Seller will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary or desirable under applicable Law, including but not limited to filing such certificates of merger, affidavits, or other documents in the real property records of the jurisdiction in which each respective parcel of Owned Real Property is located, to cause (i) the removal of any of-record security instruments encumbering any such Owned Real Property, and (ii) such real property records to reflect the Company’s name as the of-record owner of such Owned Real Property. Purchaser acknowledges that no representation, warranty or pre-Closing covenant of Seller contained in this Agreement shall be under any obligation to (x) make proposalsbreached or deemed breached, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parentand no condition shall be deemed not satisfied, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby failure to obtain any such authorization, consent, approval or might adversely affect the Company waiver, or Parent or any of Parent's Affiliates, including its Subsidiariesto provide such notice. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectSection 5.06.

Reasonable Best Efforts; Further Assurances. (a) Upon Comcast and the terms ------------------------------------------- Xxxxx Entities will each execute and subject deliver or cause to the conditions set forth in this Agreement, each party hereto shall be executed and delivered all further documents and instruments and use its their reasonable best efforts to secure such consents and take, or cause to be taken, all actions, such further action and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable Comcast to enjoy all of the benefits and make effective, in rights incident to the most expeditious manner practicable, ownership of the Merger Control Shares. Comcast and the other transactions contemplated herebyXxxxx Entities shall each use their reasonable best efforts to, and by the Related Agreements. The Company and Parent Xxxxx Entities shall use its their reasonable best efforts to cause the Intercable Group Entities to, cooperate with one another (ia) as promptly as practicablein determining whether any action by or in respect of, obtain all Approvals (including those referred or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule)be obtained from any third party, and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery consummation of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers, including making such filings on FCC Form 394 ("394 Filings") as may be necessary to obtain the Related Agreementsrequired authorizations, consents and approvals from the applicable Franchise Authorities relating to the Franchises held by the Intercable Group Entities; and (iii) liftprovided that no such 394 Filings shall be required to be filed prior to November 1, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, 1998 with respect to any threatened Franchises relating to Managed Systems, which, on the date hereof, are and thereafter remain subject to a letter of intent or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any agreement of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders sale providing for the sale or other disposition of such Managed System to a Person other than the Company (or holding separate (through its wholly-owned Subsidiaries). In connection with the establishment foregoing, Comcast may also seek that any such actions, consents, approvals or waivers include the immediate transfer on the Closing Date of the Control Shares by Comcast to Comcast Cable Communications, Inc., a wholly-owned subsidiary of Comcast and the parent company of Comcast's cable division. Comcast and the Xxxxx Entities shall use their reasonable best efforts to, and the Xxxxx Entities shall use their reasonable best efforts to cause the Intercable Group Entities to, each make an appropriate filing of a trust Notification and Report Form pursuant to the HSR Act no later than ten business days from the date hereof; and each such filing shall request early termination of the waiting period imposed by the HSR Act. Comcast and the Xxxxx Entities shall not be required to agree to any consent decree or otherwise) order in connection with any objections of any assets or categories the Department of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company Justice or the holding separate of the Company Common Stock or imposing or seeking Federal Trade Commission to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms Each Seller and subject Purchaser agree to the conditions set forth in this Agreement, each party hereto shall use its their commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement and permit Purchaser, following the Related Agreementsconsummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Businesses previously conducted, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated hereby; (ii) seeking to obtain all necessary or appropriate consents of third parties; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (iiiv) lift, rescind or mitigate seeking to take such actions as are necessary to satisfy the effects of any injunction or other Order adversely affecting the ability of any party hereto conditions to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, Closing; provided, however, that neither Parent nor such action shall not include any requirement to expend any significant amounts of its Affiliates money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Purchaser shall not be under any obligation obligated hereunder to divest (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate portion of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, Businesses or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiariesassets owned prior to the Closing Date. Neither party hereto will take The proviso that the parties not be required to expend any action which could reasonably significant amounts of money shall not be expected construed so as to result limit the parties' responses to requests by Governmental Authorities for additional information or documentary material. Parent and Purchaser shall cooperate fully with each other to the extent reasonable in any of connection with the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectforegoing.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each party hereto of the parties shall act in good faith and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Related AgreementsProxy Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (iiiv) lifttake any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, rescind competition, or mitigate the effects of trade regulation law that is asserted by any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, Governmental Entity with respect to any threatened the Offer or such injunction or other Order, the issuance or entry thereof, Merger so as to enable the consummation of the Offer and the Merger to occur as expeditiously as possible; provided, however, that neither notwithstanding anything to the contrary in this Section 5.4, the Parent nor and the Purchaser shall not be required to consent to any limitations on their ownership or operation of its Affiliates shall be under all or a material portion of the Company's business or assets, or to dispose of or hold separate any obligation material portion of the business or assets of the Parent or the Company. Prior to (x) make proposals, execute making any application to or carry out agreements or submit to Orders providing for the sale filing with a Governmental Entity or other disposition or holding separate entity in connection with this Agreement (through other than filing under the establishment of HSR Act), each party shall provide the other party with drafts thereof and afford the other party a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking reasonable opportunity to impose any limitation comment on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectdrafts.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto shall Buyer and Seller will use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, by this Agreement; provided that the parties hereto understand and by agree that the Related Agreements. The Company and Parent shall use its reasonable best efforts of any party hereto with respect to the HSR Act shall not be deemed to include (i) as promptly as practicableentering into any settlement, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule)undertaking, and the Company and Parent shall make all filings under applicable Law required in connection consent decree, stipulation or agreement with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by this Agreement establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties; provided further that the parties hereto understand and agree that the Related Agreements; and reasonable best efforts of the Buyer with respect to the Applicable Law for the jurisdictions listed on Section 4.03 of the Buyer Disclosure Schedule shall not be deemed to include divesting or otherwise holding separate (iii) liftincluding by establishing a trust or otherwise), rescind or mitigate otherwise agreeing to do any of the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to preventforegoing, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent Company’s Subsidiaries or any of its their respective Affiliates’ businesses, including its Subsidiariesassets or properties. Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company and each Subsidiary, to conduct their business or own execute and deliver such assets or other documents, certificates, agreements and other writings and to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which such other actions as may be asserted under any Law governing competition, monopolies necessary or restrictive trade practices which, desirable in the reasonable judgment of Parent, might result in a limitation of the benefit expected order to be derived by Parent as a result of consummate or implement expeditiously the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectthis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto Buyer and Seller shall use its their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable Laws and Orders to promptly satisfy the conditions to the Closing, the Core Coinsurance Closing, the Non Core Coinsurance Closing and the AIT Merger Closing, as applicable, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to promptly consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; and (iii) lift, rescind or mitigate including the effects obtaining of any injunction or other Order adversely affecting the ability approvals of any party hereto to consummate the transactions contemplated hereby and thereby and to preventInsurance Regulators of the jurisdictions where such approval is required and, with respect to the transactions to occur at the consummation of the AIT Reorganization Agreement, of the other Governmental Entities having jurisdiction over such transactions, and Seller and Buyer shall, and shall cause their respective Affiliates to, execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transactions contemplated by this Agreement and the Ancillary Agreements. This obligation shall include if requested by the DOI (i) in the case of Buyer, entering into a keepwell with the DOI with respect to the Company effective as of the Closing the terms of which shall be substantially similar to the terms of the Keepwell, except that it shall be in an amount up to or equal to (but under no circumstances exceeding) $350,000,000 and (ii) in the case of Seller, entering into a keepwell with the DOI with respect to FAFLIC which shall be effective as of the Closing and the terms of which shall be substantially similar to those of the Keepwell. Notwithstanding anything to the contrary contained herein, (1) neither Buyer nor Seller shall be required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any threatened or such injunction or other Orderaction that would reasonably be expected to result in a Material Adverse Effect, the issuance or entry thereof, provided, however, that (2) neither Parent Buyer nor Seller nor any of its their Affiliates shall be under required to take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any obligation action in connection with satisfying the conditions to (x) make proposalsthe Closing, execute the Core Coinsurance Closing or carry out agreements the AIT Merger Closing that would, individually or submit in the aggregate, reasonably be expected to Orders providing materially impair the benefits such party reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements; provided that Buyer and Seller acknowledge that Buyer not being permitted to use the Buyer Hedging Arrangements for SAP purposes or the sale or other disposition or holding separate (through imposition by the establishment DOI on Buyer of a trust keepwell in excess of $350,000,000 shall constitute a material impairment of the benefits Buyer reasonably expects to obtain in connection with the Transactions contemplated by this Agreement and the Ancillary Agreements, and (3) neither Buyer nor Seller nor any of their Affiliates shall be required to take or otherwise) of any assets commit or categories of assets of Parentagree to take, or to refrain from taking or commit or agree to refrain from taking, any of its Affiliatesaction in connection with satisfying the conditions to the Non-Core Coinsurance Closing that would, including its Subsidiaries, the Company individually or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parentaggregate, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of non-immaterial adverse effect (with respect to the representations or warranties made by net Liabilities being transferred at the Non-Core Coinsurance Closing) on such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectof its Affiliates.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each party of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement. Each of the Company and Parent and Newco will use their respective commercially reasonable best efforts to obtain consents of all Governmental Authorities and third parties necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that neither Parent nor Newco nor any of their Affiliates shall be required to consent to the divestiture or other disposition of any of its assets or consent to any other conduct or structural remedy and neither Parent nor Newco nor their Affiliates shall have any obligation to contest, administratively or in court, any order or other action of any Governmental Authority or private party respecting the most expeditious manner practicabletransactions contemplated by this Agreement; provided, further, that the Company is not obligated to obtain further consents from third parties under the leases listed on Schedule 3.3 so long as the conditions in Section 6.2(b)(iii) are satisfied. Each party shall bear its own costs incurred in connection with obtaining such consents (and any such costs incurred by the Company shall be deemed to be Seller Expenses); provided that the HSR Act filing fee shall be borne by the Parent. In connection with the filing made pursuant to the HSR Act on July 28, 2006, each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act, including a prompt response by the parties to any Request for Additional Information from the Department of Justice or the Federal Trade Commission (the “FTC”). Without limitation of the foregoing, the Merger Company, Parent, Newco and their respective affiliates shall not extend any waiting period or comparable period under the other HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto. Each party shall (A) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing and by (B) furnish the Related Agreementsother party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their respective affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to assist the Company in Sections 2.6(a) obtaining the Liquor License consents and 2.6(b) and Sections 2.6(a) and 2.6(b) approvals required for the satisfaction of the Company Disclosure Schedulecondition set forth in Section 6.2(b)(iv), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Agreements; and (iii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect.

Reasonable Best Efforts; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and Section 2.6(b) of the Company Disclosure Schedule), ) and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL DGCL, the BCL or any other applicable Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related AgreementsAgreement; and (iii) lift, rescind or mitigate the effects of any injunction injunction, restraining order or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction injunction, restraining order or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall -------- ------- be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock, Stock or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect, or that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Reasonable Best Efforts; Further Assurances. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each party hereto of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things reasonably necessary, proper or advisable to consummate and make effectiveeffective as promptly as practicable (and, in any event, prior to the most expeditious manner End Date) the transactions contemplated by this Agreement including (i) preparing and filing, as promptly as practicable, with any Governmental Authority or other Third Party all documentation to effect all necessary Filings (including any necessary Filings pursuant to the HSR Act, which such Filings pursuant to the HSR Act shall be made within thirty days after the date that BLITA is informed by the Federal Reserve Board that it is required to submit a Filing to the Federal Reserve Board under the Change in Bank Control Act) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority, (ii) using reasonable best efforts to obtain, as promptly as practicable, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger, Follow-On Merger, Bank Merger and the other transactions contemplated herebyby this Agreement (including the Company Condition Regulatory Approvals and the Parent Condition Regulatory Approvals), and by the Related Agreements. The Company and Parent shall use its (iii) using reasonable best efforts to (i) as promptly as practicableassist and cooperate with BLITA in preparing and filing any Filings that may be required by BLITA in order to be permitted to receive the consideration payable to it hereunder. To the extent permitted by Applicable Law, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents deliver as promptly as reasonably practicable to the non-filing party appropriate Governmental Authorities any additional information and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to documentary material that may be made pursuant to the DGCL or any other Law or any applicable Regulations of requested by any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and Agreement. Without limiting the Related Agreements; and (iii) liftforegoing, rescind none of the Company or mitigate Parent or their respective controlled Affiliates shall extend any waiting period or comparable period under the effects of any injunction HSR Act or other Order adversely affecting the ability of Antitrust Laws or enter into any party hereto agreement with any Governmental Authority not to consummate the transactions contemplated hereby and thereby and to preventby this Agreement, except with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate prior written consent of the Company Common Stock other party (which shall not be unreasonably withheld, conditioned or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectdelayed).

Reasonable Best Efforts; Further Assurances. (a) Upon Under the terms and subject to the conditions set forth herein, except as otherwise provided in this AgreementAgreement or any Ancillary Agreement and subject to Section 6.4, each party hereto shall of the Parties agrees to use its reasonable best efforts before and, as may be applicable, after the Closing Date to take, take or cause to be takentaken all action, all actions, and do, to do or cause to be done, and to assist and cooperate with the other party or parties Party in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws which are the subject of Section 6.4) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Related Ancillary Agreements; , including: (i) the preparation, negotiation and finalization of the Ancillary Agreements, and, following the Closing, the administration and coordination of the Ancillary Agreements, (ii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (iii) liftthe obtaining of all necessary actions, rescind or mitigate consents, approvals and waivers of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws which are the effects subject of Section 6.4), (iv) to the extent consistent with, but without limiting, the obligations of the Parties set forth in Section 6.4, the defending of any injunction Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (v) the effecting of all registrations, filings and transfers of Environmental Permits necessary for the operation of the Business and required under Environmental Laws, (vi) the executing, acknowledging and delivering such assignments, transfers, consents, assumptions and other Order adversely affecting documents and instruments and the ability taking of such other actions as may reasonably be requested by the other Party in order to carry out the intent of this Agreement and any party hereto to consummate Ancillary Agreements, and (vii) the conveying and transferring to, and vesting in, Purchaser and the Purchaser Designees of, the Shares, Purchased Assets and Assumed Liabilities, as contemplated by this Agreement, the Local Implementing Agreements and the transactions contemplated hereby and thereby thereby. From and after the date hereof, each Party shall use its reasonable best efforts to prevent, with respect take the actions set forth in Section 6.5 and each Party agrees to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate provisions set forth on Section 6.5 of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respectSeller Disclosure Letter.