Common use of Best Efforts; Notification Clause in Contracts

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their 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 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 by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Merger Sub and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the other transactions contemplated by this Agreement, use their best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c). (b) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their commercially 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 parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer and the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary material consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Merger Sub and its board of directors Company Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or the other transactions contemplated by this Agreement, use their commercially reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c). (b) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(a) 6.06(a), if any administrative or judicial action or proceeding, including any proceeding by a Governmental Entity or a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable lawLaw, each of the parties shall cooperate in all respects with each other and use its respective commercially reasonable best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect Parent and Purchaser, on the one hand, and the Company, on the other hand, each hereby agrees promptly to provide such information necessary to the transactions contemplated hereby under preparation of the Schedule 14D-9 and the Offer Documents, respectively, which the respective party responsible therefor shall reasonably request. (d) Notwithstanding anything to the contrary in Section 6.06(a) or (b), (i) neither Parent nor any applicable law of its Subsidiaries shall be required to divest any of their respective businesses, product lines or if assets, (ii) neither Parent nor any suit is instituted by of its Subsidiaries shall be required to take or agree to take any Governmental Entity other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Parent, (iii) neither the Company nor its Subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Surviving Corporation or, prior to the Closing, the Company, (iv) no party shall be required to agree to the imposition of or to comply with, any condition, obligation or restriction on Parent or any private party challenging of its Subsidiaries or on the Surviving Corporation or any of its Subsidiaries of the type referred to in subclause (vi) or (vii) of clause (a) of Annex A, and (v) neither Parent nor Purchaser shall be required to waive any of the transactions contemplated hereby as violative of any applicable law, each conditions to the Offer set forth in Annex A and none of the Target Parent, Purchaser or the Company shall be required to waive any of the conditions to the Merger set forth in Article 7. (e) Each of the Company and Parent shall use its best efforts promptly notify the other of: (i) any representation or warranty made by it contained in this Agreement that is qualified as to resolve materiality becoming untrue or inaccurate in any respect or any such objections representation or challenge warranty that is not so qualified becoming untrue or inaccurate in any material respect at or prior to the Effective Time; (ii) the failure by it to perform, or comply with, in any material respect, any of its obligations, covenants, or agreements contained in this Agreement, which failure, either individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on it; (iii) the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii) above; (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, except to the extent such notice requirement is expressly disclosed in the Company Disclosure Memorandum; (v) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (vi) any actions, suits, claims, investigations, orders, decrees, complaints or private party may have proceedings commenced or, to such transactions so as its knowledge, threatened against, relating to permit or involving or otherwise affecting the Company, Parent or any of their respective Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement.; or (dvii) The existence the occurrence of any other event which would reasonably be likely to have a Material Adverse Effect on the conditions Company or cause any condition set forth in Annex A hereto to be unsatisfied in any material respect at any time prior to consummation of the Offer; provided, however, that the delivery of any notice pursuant to this Section 6.01 and Section 6.03 6.06(e) shall not limit or diminish Parent's or Merger Sub's obligations pursuant otherwise affect the remedies available hereunder to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12the party receiving such notice.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and, in the case of Parent, in the LMC Agreement, each of the parties agrees to use their its 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 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 by this AgreementAgreement and the Voting Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Voting Agreements or the consummation of the transactions contemplated herebyby this Agreement or the Voting Agreements, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (x) to be materially burdensome to such party and its subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement, the Voting Agreements and the Investors' Agreements referred to in Section 6.02(f) so as to render inadvisable the consummation of the Merger or (y) to result in the imposition of a condition or restriction of the type referred to in clause (ii), (iii) or (iv) of Section 6.02(e). In connection with and without limiting the foregoing, the Target Company and its board Board of directors and the Merger Sub and its board of directors shall, if any Directors shall (i) take all reasonable action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions transaction contemplated by this Agreement or the Voting Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement or any Voting Agreement, use their best efforts to ensure take all action necessary so that the Merger and the other transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect Agreement and the Target Company's taking actions specifically permitted by Section 5.11(b) and (c)Voting Agreements. (b) Subject The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the terms and conditions Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, in furtherance and not in limitation of however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their 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 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 by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company each of MOJAVE SOUTHERN, Acquisition Corp. and NYMA and its board Board of directors and the Merger Sub and its board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated by this Agreement, use their best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger, this Agreement and the other transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN, Acquisition Corp. or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by this Agreement. Nothing herein shall limit itself or affect any of its Affiliates of shares of capital stock or of any business, assets or property, or the Target Company's taking actions specifically permitted by Section 5.11(b) imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and (c)stock. (b) Subject NYMA shall give prompt notice to the terms and conditions MOJAVE SOUTHERN of any representation or warranty made by either contained in this Agreement becoming untrue or inaccurate, or any failure of NYMA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in furtherance and each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not in limitation of be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If MOJAVE SOUTHERN and/or Acquisition Corp. shall give prompt notice to NYMA of any objections are asserted with respect to the transactions contemplated hereby under any applicable law representation or if any suit is instituted warranty made by any Governmental Entity it contained in this Agreement becoming untrue or inaccurate, or any private party challenging failure of MOJAVE SOUTHERN and/or Acquisition Corp. to comply with or satisfy in any of the transactions contemplated hereby as violative of material respect any applicable lawcovenant, each of the Target Company and Parent shall use its best efforts condition or agreement to resolve any such objections be complied with or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated satisfied by it under this Agreement. (d) The existence of , in each case, such that the conditions set forth in Section 6.01 and Section 6.03 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall not limit affect the representations, warranties, covenants or diminish Parent's agreements of the parties or Merger Sub's the conditions to the obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations the parties under this Section 5.12Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their 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 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 by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company each of MOJAVE SOUTHERN and NYMA and its board Board of directors and the Merger Sub and its board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the other transactions contemplated by this Agreement, use their best efforts to ensure that the Merger Acquisition and the other transactions contemplated by -29- this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Acquisition, this Agreement and the other transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require MOJAVE SOUTHERN or NYMA or any subsidiary or Affiliate thereof to agree to any divestiture by this Agreement. Nothing herein shall limit itself or affect any of its Affiliates of shares of capital stock or of any business, assets or property, or the Target Company's taking actions specifically permitted by Section 5.11(b) imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and (c)stock. (b) Subject NYMA shall give prompt notice to the terms and conditions MOJAVE SOUTHERN of any representation or warranty made by either contained in this Agreement becoming untrue or inaccurate, or any failure of NYMA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in furtherance and each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not in limitation of be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If MOJAVE SOUTHERN shall give prompt notice to NYMA of any objections are asserted with respect to the transactions contemplated hereby under any applicable law representation or if any suit is instituted warranty made by any Governmental Entity it contained in this Agreement becoming untrue or inaccurate, or any private party challenging failure of MOJAVE SOUTHERN to comply with or satisfy in any of the transactions contemplated hereby as violative of material respect any applicable lawcovenant, each of the Target Company and Parent shall use its best efforts condition or agreement to resolve any such objections be complied with or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated satisfied by it under this Agreement. (d) The existence of , in each case, such that the conditions set forth in Section 6.01 and Section 6.03 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall not limit affect the representations, warranties, covenants or diminish Parent's agreements of the parties or Merger Sub's the conditions to the obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations the parties under this Section 5.12Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their its 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 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 by this AgreementTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Target Company and its board Board of directors and the Merger Sub and its board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the other transactions contemplated by this AgreementTransactions, use their best efforts to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by set forth in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this AgreementTransactions. Nothing herein shall limit or affect the Target Company's ’s taking actions specifically permitted by Section 5.11(b) and (c)6.05. (b) In furtherance of and without limiting the above provisions, each of the Company and Parent shall, as promptly as practicable following the execution and delivery of this Agreement (but in no event more than the tenth Business Day thereafter), file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of the Company and Parent shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Company and Parent shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Parent shall take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the closing to occur as soon as reasonably possible, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or any of its Subsidiaries as may be required 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 preventing, delaying or restricting the consummation of the Transactions. (c) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(aSections 6.06(a) and 6.06(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement of the Transactions as violative of any applicable antitrust, competition or trade regulation law, each of the parties shall cooperate in all respects with each other and shall use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibitsprevents, prevents delays or restricts consummation of the transactions contemplated by this AgreementTransactions. (cd) If Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 6.06(a), if any objections are asserted with respect to the transactions contemplated hereby Transactions under any applicable law (other than any antitrust, competition or trade regulation law) or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby Transactions as violative of any applicable law (other than any antitrust, competition or trade regulation law), each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge challenges such Governmental Entity or private party may have to such transactions Transactions so as to permit consummation of the transactions contemplated by this AgreementTransactions. (de) The existence of the conditions set forth in Section 6.01 and Section 6.03 Article 7 shall not limit or diminish Parent's ’s or Merger Sub's Purchaser’s obligations pursuant to this Section 5.12 6.06 or relieve Parent or Merger Sub Purchaser of any liability or damages that may result from its the breach of its obligations under this Section 5.126.06.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their 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 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 by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company each of HOLDINGS and ELEMENT 21 and its board Board of directors and the Merger Sub and its board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the other transactions contemplated by this Agreement, use their best efforts to ensure that the Merger Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c). (b) Subject to the terms and conditions of this AgreementAcquisition, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect hereby. Notwithstanding anything herein to the transactions contemplated hereby under any applicable law contrary, nothing in this Agreement shall be deemed to require HOLDINGS or if any suit is instituted by any Governmental Entity ELEMENT 21 or any private party challenging subsidiary or Affiliate thereof to agree to any divestiture by itself or any of the transactions contemplated hereby as violative its Affiliates of shares of capital stock or of any applicable lawbusiness, each of assets or property, or the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub imposition of any liability material limitation on the ability of any of them to conduct their businesses or damages that may result from its breach to own or exercise control of its obligations under this Section 5.12such assets, properties and stock.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Purchaser and Ocwen agrees to use their its 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 parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals approvals, waivers or waivers exemption from non-governmental third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the consummation of any of the other transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, by and to fully carry out the purposes of, this Agreement. In Notwithstanding any provision of this Agreement to the contrary, Ocwen shall not be required in connection with and without limiting the foregoing, efforts described in the Target Company and its board first sentence of directors and this Section 5.3(a) to make any payments or incur any liabilities to any third parties which in the Merger Sub and its board aggregate exceed $500,000 other than payments which arise from explicit contractual rights or obligations of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to Ocwen existing as of the Merger, this Agreement or the other transactions contemplated by date of this Agreement, use their best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c). (b) Subject Ocwen shall use its reasonable best efforts to give prompt notice to the terms Purchaser, and conditions of the Purchaser shall use its reasonable best efforts to give prompt notice to Ocwen, if (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) it fails to comply in a timely manner with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, in furtherance and not in limitation of however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action under this Agreement or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect remedies available hereunder to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any receiving such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreementnotice. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(d), the Company Board approves or recommends a Superior Company Proposal, each of the parties agrees to shall use their its 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 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 by this AgreementTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, to secure the expiration of any mandatory waiting periods of or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay Merger or temporary restraining order entered by any court or the other Governmental Entity vacated or reversed Transactions and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and the other Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting Notwithstanding the foregoing, (x) the Target Company requirement under this Section 7.03(a) that Parent and its board of directors and the Merger Sub and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the other transactions contemplated by this Agreement, use their best efforts to ensure that obtain all necessary consents and approvals from Governmental Entities with respect to the Merger and or the other transactions contemplated by Transactions shall not be construed to require Parent or Sub to sell, divest, hold separate or otherwise dispose of, or agree to sell, divest, hold separate or otherwise dispose of, any assets or businesses, including any assets or businesses of the Company or the Company Subsidiaries, or to enter into or agree to enter into any compulsory licensing or similar arrangement, in order to obtain approval, clearance or expiration of any waiting periods under the HSR Act or any other antitrust or competition Law and (y) the Company and its Representatives shall not be prohibited under this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect the Target Company's Section 7.03(a) from taking actions specifically any action permitted by Section 5.11(b) and (c)6.02. (b) Subject The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the terms and conditions Company, of (1) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (2) any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that no such notification shall affect the representations, in furtherance and not in limitation of the warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging Parent shall not, and shall not permit any of its Subsidiaries to, without the transactions contemplated hereby as violative of any applicable law, each prior written consent of the Target Company and Parent shall use its best efforts Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to resolve any such objections impair, delay or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish prevent Parent's or Merger Sub's obligations pursuant ability to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of perform its obligations under this Section 5.12Agreement or to consummate the Merger or the other Transactions.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use their its 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 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 by this AgreementTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Merger Sub and its board of directors shall, if any Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or the other transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use their best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this AgreementTransactions. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c). (b) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target The Company and Parent shall use its best efforts to resolve take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in the obtaining of any employment agreements that Parent requests. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such objections representation or challenge warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such Governmental Entity notification shall affect the representations, warranties, covenants or private party may have to such transactions so as to permit consummation agreements of the transactions contemplated by parties or the conditions to the obligations of the parties under this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and, in the case of Parent, in the LMC Agreement, each of the parties agrees to use their its best 50 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 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 by this AgreementAgreement and the Voting Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Voting Agreements or the consummation of the transactions contemplated herebyby this Agreement or the Voting Agreements, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely (x) to be materially burdensome to such party and its subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement, the Voting Agreements and the Investors' Agreements referred to in Section 6.02(f) so as to render inadvisable the consummation of the Merger or (y) to result in the imposition of a condition or restriction of the type referred to in clause (ii), (iii) or (iv) of Section 6.02(e). In connection with and without limiting the foregoing, the Target Company and its board Board of directors and the Merger Sub and its board of directors shall, if any Directors shall (i) take all reasonable action necessary so that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions transaction contemplated by this Agreement or the Voting Agreements and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement or any Voting Agreement, use their best efforts to ensure take all action necessary so that the 51 Merger and the other transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect Agreement and the Target Company's taking actions specifically permitted by Section 5.11(b) and (c)Voting Agreements. (b) Subject The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the terms and conditions Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, in furtherance and not in limitation of however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, and subject to Section 5.02 and the Company's right to make the disclosures to its shareholders permitted under Section 5.02(d), each of the parties agrees to shall use their its best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including (i) the obtaining of all necessary actions or nonactionsactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof the Transaction Agreements; PROVIDED, this AgreementHOWEVER, that neither the Company nor Conopco shall be required to consent to any action described in Section 7.01(a). In connection with and without limiting the foregoing, the Target Company and its board of directors the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and the Merger Sub and its board of directors shall, (ii) if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the any other transactions contemplated by this Transaction Agreement, use their best efforts take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated by this AgreementTransactions. Nothing herein in this Section 6.03 shall limit be deemed to require any party to waive any substantial rights or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c)agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. (b) Subject The Company shall give prompt notice to Conopco, and Conopco shall give prompt notice to the terms and conditions Company, of this (i) any representation or warranty made by it contained in any Transaction Agreement that is qualified as to materiality being untrue or inaccurate in any respect when given or any such representation or warranty that is not so qualified being untrue or inaccurate in any material respect when given or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Agreement; PROVIDED, in furtherance and not in limitation of HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of under the transactions contemplated by this AgreementTransaction Agreements. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use their best commercially reasonable 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 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 by this AgreementTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including any proceeding in connection with Appraisal Shares or lawsuits and proceedings seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Merger Sub and its board of directors shall, if any Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or the other transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use their best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this AgreementTransactions. Nothing herein The Company shall limit use its commercially reasonable efforts to take, or affect cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in the Target Company's taking actions specifically permitted by Section 5.11(b) and (c)obtaining of any employment agreements that Parent requests. (b) Subject The Company shall give prompt notice to the terms Parent, and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated by this Agreement. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub shall give prompt notice to the Company, of (i) any liability representation or damages warranty made by it contained in this Agreement that may result from its breach of its obligations is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Section 5.12Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(c), the Company Board approves or recommends a Superior Company Proposal in compliance with Section 5.02, each of the parties agrees to shall use their its 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 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 by this AgreementMerger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (although, in the case of the Company, any material financial or other concession offered in consideration of such a consent, approval or waiver shall be subject to the written prior consent of Parent, not to be unreasonably withheld), (iii) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Merger Sub and its board of directors shall, if any Company Board shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, Merger or this Agreement and (y) if any state takeover statute or the other transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use their best efforts take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Merger. Notwithstanding the foregoing, the Company and the other transactions contemplated by its Representatives shall not be prohibited under this Agreement. Nothing herein shall limit or affect the Target Company's Section 6.03(a) from taking actions specifically any action permitted by Section 5.11(b) and (c)5.02. (b) Subject The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the terms and conditions Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, in furtherance and not in limitation of however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If Nothing in Section 6.03(a) shall require Parent to dispose of any objections are asserted of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Merger relating to the HSR Act, the EC Merger Regulation, the Canadian Investment Regulation or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws, other than dispositions, limitations or consents, commitments or agreements with respect to the transactions contemplated hereby Company’s businesses, assets or operations that in each such case may be conditioned upon the consummation of the Merger, is conducted with Parent’s prior written consent, not to be unreasonably withheld, and that has not had and is not reasonably expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) To the extent permitted by applicable Law: (i) the parties shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any of the Antitrust Laws, (ii) each party shall notify the other promptly upon the receipt of any comments from any official of a Governmental Entity in connection with any filings made pursuant to any Antitrust Law or any request by such official for an amendment or supplement to any filings made pursuant to, or information provided to comply with, applicable law Law and (iii) to the extent reasonably practicable, neither the Company nor Parent shall, nor shall they permit their respective Representatives to, participate independently in any substantive meeting or if any suit is instituted discussion, either in person or by telephone, with any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable law, each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of in connection with the transactions contemplated by this AgreementAgreement unless it first consults with the other party and, to the extent not prohibited by such Governmental Entity, gives the other party an opportunity to attend and participate. (d) The existence of the conditions set forth in Section 6.01 and Section 6.03 shall not limit or diminish Parent's or Merger Sub's obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their its 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 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 by this AgreementTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, the Target Company and its board Board of directors and the Merger Sub and its board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the other transactions contemplated by this AgreementTransactions, use their best efforts to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by set forth in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this AgreementTransactions. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c)6.05. (b) In furtherance of and without limiting the above provisions, each of the Company and Parent shall, as promptly as practicable following the execution and delivery of this Agreement (but in no event more than the tenth Business Day thereafter), file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the Transactions and any supplemental information requested in connection therewith pursuant to the HSR Act. Any such notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. Each of the Company and Parent shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Company and Parent shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or the DOJ, and shall comply promptly with any such inquiry or request. Parent shall take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the closing to occur as soon as reasonably possible, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or any of its Subsidiaries as may be required 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 preventing, delaying or restricting the consummation of the Transactions. (c) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(aSections 6.06(a) and 6.06(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement of the Transactions as violative of any applicable antitrust, competition or trade regulation law, each of the parties shall cooperate in all respects with each other and shall use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibitsprevents, prevents delays or restricts consummation of the transactions contemplated by this AgreementTransactions. (cd) If Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 6.06(a), if any objections are asserted with respect to the transactions contemplated hereby Transactions under any applicable law (other than any antitrust, competition or trade regulation law) or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby Transactions as violative of any applicable law (other than any antitrust, competition or trade regulation law), each of the Target Company and Parent shall use its best efforts to resolve any such objections or challenge challenges such Governmental Entity or private party may have to such transactions Transactions so as to permit consummation of the transactions contemplated by this AgreementTransactions. (de) The existence of the conditions set forth in Section 6.01 and Section 6.03 Article 7 shall not limit or diminish Parent's or Merger SubPurchaser's obligations pursuant to this Section 5.12 6.06 or relieve Parent or Merger Sub Purchaser of any liability or damages that may result from its the breach of its obligations under this Section 5.126.06.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their 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 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 by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid an action any suit, claim, action, investigation or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company each of NEW YORK MEDICAL and CHCI and its board Board of directors and the Merger Sub and its board of directors Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the other transactions contemplated by this Agreement, use their best efforts to ensure that the Merger Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Acquisition, this Agreement and the other transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require NEW YORK MEDICAL or CHCI or any subsidiary or Affiliate thereof to agree to any divestiture by this Agreement. Nothing herein shall limit itself or affect any of its Affiliates of shares of capital stock or of any business, assets or property, or the Target Company's taking actions specifically permitted by Section 5.11(b) imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and (c)stock. (b) Subject CHCI shall give prompt notice to the terms and conditions NEW YORK MEDICAL of any representation or warranty made by either contained in this Agreement becoming untrue or inaccurate, or any failure of CHCI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in furtherance and each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not in limitation of be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties contained in Section 5.12(a) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, each the obligations of the parties shall cooperate in all respects with each other and use its respective best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by under this Agreement. (c) If NEW YORK MEDICAL shall give prompt notice to CHCI of any objections are asserted with respect to the transactions contemplated hereby under any applicable law representation or if any suit is instituted warranty made by any Governmental Entity it contained in this Agreement becoming untrue or inaccurate, or any private party challenging failure of NEW YORK MEDICAL to comply with or satisfy in any of the transactions contemplated hereby as violative of material respect any applicable lawcovenant, each of the Target Company and Parent shall use its best efforts condition or agreement to resolve any such objections be complied with or challenge such Governmental Entity or private party may have to such transactions so as to permit consummation of the transactions contemplated satisfied by it under this Agreement. (d) The existence of , in each case, such that the conditions set forth in Section 6.01 and Section 6.03 7.2(a) or 7.2(b) would not be satisfied, provided, however, that no such notification shall not limit affect the representations, warranties, covenants or diminish Parent's agreements of the parties or Merger Sub's the conditions to the obligations pursuant to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations the parties under this Section 5.12Agreement.

Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use their commercially 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 parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer and the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary material consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Target Company and its board of directors and the Merger Sub and its board of directors Company Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or the other transactions contemplated by this Agreement, use their commercially reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated by this Agreement. Nothing herein shall limit or affect the Target Company's taking actions specifically permitted by Section 5.11(b) and (c). (b) Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 5.12(a) 6.06(a), if any administrative or judicial action or proceeding, including any proceeding by a Governmental Entity or a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable lawLaw, each of the parties shall cooperate in all respects with each other and use its respective commercially reasonable best efforts in order to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (c) If any objections are asserted with respect Parent and Purchaser, on the one hand, and the Company, on the other hand, each hereby agrees promptly to provide such information necessary to the transactions contemplated hereby under preparation of the Schedule 14D-9 and the Offer Documents, respectively, which the respective party responsible therefor shall reasonably request. (d) Notwithstanding anything to the contrary in Section 6.06(a) or (b), (i) neither Parent nor any applicable law of its Subsidiaries shall be required to divest any of their respective businesses, product lines or if assets, (ii) neither Parent nor any suit is instituted by of its Subsidiaries shall be required to take or agree to take any Governmental Entity other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Parent, (iii) neither the Company nor its Subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Surviving Corporation or, prior to the Closing, the Company, (iv) no party shall be required to agree to the imposition of or to comply with, any condition, obligation or restriction on Parent or any private party challenging of its Subsidiaries or on the Surviving Corporation or any of its Subsidiaries of the type referred to in subclause (vi) or (vii) of clause (a) of ANNEX A, and (v) neither Parent nor Purchaser shall be required to waive any of the transactions contemplated hereby as violative of any applicable law, each conditions to the Offer set forth in ANNEX A and none of the Target Parent, Purchaser or the Company shall be required to waive any of the conditions to the Merger set forth in Article 7. (e) Each of the Company and Parent shall use its best efforts promptly notify the other of: (i) any representation or warranty made by it contained in this Agreement that is qualified as to resolve materiality becoming untrue or inaccurate in any respect or any such objections representation or challenge warranty that is not so qualified becoming untrue or inaccurate in any material respect at or prior to the Effective Time; (ii) the failure by it to perform, or comply with, in any material respect, any of its obligations, covenants, or agreements contained in this Agreement, which failure, either individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on it; (iii) the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii) above; (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, except to the extent such notice requirement is expressly disclosed in the Company Disclosure Memorandum; (v) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (vi) any actions, suits, claims, investigations, orders, decrees, complaints or private party may have proceedings commenced or, to such transactions so as its knowledge, threatened against, 44 relating to permit or involving or otherwise affecting the Company, Parent or any of their respective Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement.; or (dvii) The existence the occurrence of any other event which would reasonably be likely to have a Material Adverse Effect on the conditions Company or cause any condition set forth in ANNEX A hereto to be unsatisfied in any material respect at any time prior to consummation of the Offer; provided, however, that the delivery of any notice pursuant to this Section 6.01 and Section 6.03 6.06(e) shall not limit or diminish Parent's or Merger Sub's obligations pursuant otherwise affect the remedies available hereunder to this Section 5.12 or relieve Parent or Merger Sub of any liability or damages that may result from its breach of its obligations under this Section 5.12the party receiving such notice.