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

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms Each Investor, severally but not jointly, and conditions of this Agreement and applicable lawParent, shall cooperate with each of the parties shall act in good faith other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, the parties shalleach Investor, severally but not jointly, and shall Parent, undertakes and agrees to file (or cause their respective Subsidiaries toAffiliates to file, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries'as applicable) directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; , and in any event prior to fifteen (iii15) provide all such information concerning such partyBusiness Days after the date hereof, its Subsidiaries a Notification and its officers, directors, employees, partners Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and affiliates as may be necessary or reasonably requested in connection with any the Antitrust Division of the foregoing; United States Department of Justice (iv) avoid the entry of“Antitrust Division”). Each Investor, or have vacated or terminatedseverally but not jointly, any injunctionand Parent, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Mergeragrees to make appropriate filings with all appropriate Governmental Authorities, including but not limited insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to defending through litigation on the merits any claim asserted in any court by any Person; and (vmake such filings, as applicable) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to enable the consummation of the Merger such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to occur (and to cause their respective Affiliates to) respond as expeditiously promptly as possible. Prior practicable to making any application inquiries received from such Governmental Authorities for additional information or documentation and to or filing with a all inquiries and requests received from any other Governmental Entity or other entity Authority in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsConsents.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties shall act in good faith and to this Agreement will use commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper necessary or advisable desirable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon promptly as practicableis reasonably possible. Without limiting Sellers and Buyers each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the foregoingtransactions contemplated by this Agreement and to vest in Buyers good and marketable title to the Purchased Assets. The Sellers shall use commercially reasonable efforts, at the Sellers’ own expense, to obtain any Consent required under Section 3.04. The Buyers agree to cooperate reasonably with the Sellers in obtaining such Consents. To the extent that the Sellers and the Buyers are unable to obtain any such Consents prior to the Closing (such consents, the parties shall“Post-Closing Consents”), and shall cause their respective Subsidiaries to, each of the Sellers and the parties Buyers, respectively, shall use commercially reasonable efforts to make or obtain (or cause their (to be made or obtained) as promptly as practicable all Post-Closing Consents. Buyers and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, Sellers each agree to (i) consult and cooperate with and provide assistance use commercially reasonable efforts to each assist the other in the preparation collection of accounts receivables that are related to the Business and filing are outstanding as of the Closing Date. In addition, should the parties not have effected a change in the legal name of the Sold Companies contemporaneous with the SEC Closing, Buyer shall cause the legal name of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement each Sold Company to be changed as soon as reasonably practicable; commercially reasonable following the Closing (iiior the China Transfer or Malaysia Transfer, as applicable) provide all such information concerning such partyto a legal name not using the word “Teradyne” or “TCS”, its Subsidiaries and its officersexcept as permitted under the Intellectual Property Assignment Agreement. For purposes of this Agreement, directors, employees, partners and affiliates as the term “commercially reasonable efforts” shall not be deemed to require any Person to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any consent or waiver may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement required (other than nominal filing under the HSR Actor application fees), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement Agreement, Buyer and applicable law, each of the parties shall act in good faith and Seller will use their commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, Agreement; provided that the parties shall, hereto understand and shall cause their respective Subsidiaries to, and agree that the parties shall use commercially reasonable efforts of any party hereto shall not be deemed to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to include (i) consult and cooperate entering into any settlement, undertaking, consent decree, stipulation or agreement with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary Authority in connection with the consummation transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company and each Subsidiary, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement as soon as reasonably practicableAgreement; (iii) provide all provided, however, that such information concerning such partyaction shall not include any requirement of Buyer, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary Seller or reasonably requested in connection with any of their respective Affiliates (including the foregoing; (ivCompany and the Subsidiaries) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement expend money (other than filing under the HSR Actincidental fees and expenses), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to comment on such draftsany third Person.

Commercially Reasonable Efforts; Further Assurances. (a1) Subject to the terms and conditions of this Agreement and applicable law, each of the parties shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement Agreement, Seller and applicable law, each of the parties shall act in good faith and Purchaser will use their commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper necessary or advisable desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Seller and Purchaser agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Following the Closing, Seller and Purchaser agree to cooperate and use their commercially reasonable efforts to enable a smooth and complete transfer of the Acquired Operations as of the Closing Date as contemplated hereunder. Such cooperation includes Purchaser's agreement to promptly pay invoices received by Seller with respect to goods ordered by Seller prior to the Closing Date in the ordinary course of business for delivery to the Facility following the Closing Date, without duplication of any purchase price adjustment pursuant to Section 2.6. In the event that Purchaser identifies Intellectual Property owned by Seller and used or necessary for the operation of the Acquired Operations as operated as of the Closing Date that has not been licensed to Purchaser under the Intellectual Property License Agreement, then Seller agrees to amend the Intellectual Property License Agreement to include the license of such Intellectual Property to Purchaser thereunder. In addition, in the event that Purchaser identifies an asset, other than intellectual property, necessary to operate the Acquired Operations as soon operated as practicableof the Closing Date that is not included in the Acquired Assets transferred to the Purchaser at the Closing, Seller shall transfer any such assets to Purchaser at the net book value of such assets, subject to the limitations set forth in Section 2.6(a)(iv) relating to the Fixed Assets. Without limiting In addition, to the foregoingextent that Purchaser identifies (i) a service or maintenance contract that covers one or more items of the Fixed Assets but no other assets of Seller or any of Seller's subsidiaries, or (ii) a service contract relating solely to the parties shallAcquired Operations, but no other operations of the Seller or any of Seller's subsidiaries and such contract is transferable by Seller to Purchaser at no cost to Seller, then Seller shall cause their respective Subsidiaries to, and the parties shall use take commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, such contract to (i) consult and cooperate with and provide assistance be assigned to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsPurchaser.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement and applicable lawAgreement, each of the parties Party shall act in good faith and use commercially reasonable efforts its 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 under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. Each Party shall use its Commercially Reasonable Efforts to (i) as promptly as practicable, obtain all Approvals necessary to consummate the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directorsRelated Agreements, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings required by applicable Law, including under the HSR Act with and applications and submissions tothe FTC or the DOJ or under any applicable Foreign Competition Laws, any Governmental Entity or other Person necessary required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger, (iii) furnish all information required for any application or other filing to be made pursuant to the HSR Act, any applicable Foreign Competition Law or any other Law or any applicable Regulations of any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and the Related Agreements, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company, any Principal Shareholder or any Subsidiary of the Company, (A) make proposals, execute, agree or consent to or carry out agreements or submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including the Surviving Corporation, and other Subsidiaries of Parent or any of its Affiliates, the Company or its Subsidiaries or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including the Surviving Corporation, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company or its Subsidiaries, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company and its Subsidiaries) or (y) any limitation on the business activities of the Company or its Subsidiaries which, in the judgment of Parent in its sole discretion, might result in a limitation of the benefit expected to be derived by Parent as soon as reasonably practicable; (iii) provide all such information concerning such partya result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and the Company and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry ofSubsidiaries, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (vB) otherwise take any and all reasonable steps necessary step to avoid or eliminate every any impediment which may be asserted or requested under any antitrust, Law governing competition, monopolies or restrictive trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation practices. None of the Merger Parties hereto will take any action which results in any of the representations or warranties made by such Party pursuant to occur Articles IV or V, as expeditiously as possible. Prior to making any application to the case may be, (i) if qualified or filing with a Governmental Entity limited by materiality (including the words “material” or other entity in connection with this Agreement (other than filing under the HSR Act“Material Adverse Effect”), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsbecoming untrue or inaccurate in any respect or (ii) if not so qualified or limited, becoming untrue or inaccurate in any material respect.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement and applicable lawAgreement, each of the parties Party shall act in good faith and use its 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 under applicable Law to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Related Agreement. Each Party shall use its commercially reasonable efforts to (i) as promptly as practicable, obtain all Approvals necessary to *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. consummate the transactions contemplated by this Agreement as soon as practicable. Without limiting and by the foregoingRelated Agreement, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary required by applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and by the Related Agreement, including the Merger, (iii) furnish all information required for any application or other filing to be made pursuant to any Law or any applicable Regulations of any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and the Related Agreement, and (iv) obtain the expiration or termination of any applicable waiting period and any required clearances under the HSR Act or any applicable Foreign Competition Laws; provided, however, that notwithstanding anything herein to the contrary, neither Parent nor any of its Affiliates shall be under any obligation to, nor, without Parent’s prior written consent, shall the Company, (A) make proposals, execute, agree or consent to or carry out agreements or submit to Orders (1) providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including the Surviving Corporation, and other Subsidiaries of Parent or any of their Affiliates, or the Company or the holding separate of any capital stock of any such Person, or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including the Surviving Corporation, to own such assets or to acquire, hold or exercise full rights of ownership of capital stock of the Company, or (2) imposing or seeking to impose (x) any limitation whatsoever on the business activities of Parent or any of its Affiliates (other than the Company) or (y) any limitation on the business activities of the Company which, in the judgment of Parent in its sole discretion, might result in a limitation of the benefit expected to be derived by Parent as soon as reasonably practicable; (iii) provide all such information concerning such partya result of the transactions contemplated hereby or might adversely affect Parent or any of Parent’s Affiliates, including its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry ofCompany, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (vB) otherwise take any and all reasonable steps necessary step to avoid or eliminate every any impediment which may be asserted or requested under any antitrust, Law governing competition, monopolies or restrictive trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation practices. None of the Merger Parties hereto will take any action which would result in any of the representations or warranties made by such Party pursuant to occur Article 4 or Article 5, as expeditiously as possible. Prior to making any application to the case may be, (1) if qualified or filing with a Governmental Entity limited by materiality (including the words “material” or other entity in connection with this Agreement (other than filing under the HSR Act“Material Adverse Effect”), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsbecoming untrue or inaccurate in any respect or (2) if not so qualified or limited, becoming untrue or inaccurate in any material respect.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms The Company and conditions of this Agreement and applicable law, Parent shall cooperate with each of the parties shall act in good faith other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the Transactions in order to consummate the Transactions as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees shall be borne equally by the Company and Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each of the parties shallCompany and Parent undertakes and agrees to file (or cause their Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each party hereto shall make appropriate filings with other competition authorities and CMS (or cause their Affiliates to make such filings, as applicable) with respect to the Transactions promptly after the date of this Agreement, including without limitation regarding the novation of the Company CMS Agreement and shall supply as promptly as practicable to CMS and/or any other competition authorities any additional information and documentary material that may be requested in connection therewith. Each of the Company and Parent shall (and shall cause their respective Subsidiaries Affiliates to, and ) respond as promptly as practicable to any inquiries received from the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy StatementFTC, the Proxy Statement Antitrust Division or CMS for additional information or documentation and the Registration Statement to all inquiries and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or requests received from any other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary Authority in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) Consents. Parent shall provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation Company and MHRx copies of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity communication, which references the Company, MHRx or any member of MHRx, to Governmental Authorities in connection with this Agreement (other than in advance of filing under the HSR Act)or submission thereof, each party and Parent shall provide the other party with drafts thereof Company and afford the other party MHRx a reasonable opportunity to comment on upon and modify any such draftsreference as to such Persons. Parent’s consent to accepting such comment or modification shall not be unreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties Party shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other Parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, and to cause the conditions to the Merger set forth in Article II to be satisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) obtain all necessary actions, nonactions, waivers, consents, approvals, registrations, permits, orders, expirations, terminations of waiting periods and other confirmations from any Governmental Entity that are or may become necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; Agreement, including the Merger prior to the Effective Time, (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) provide the taking of all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates steps as may be necessary necessary, proper or reasonably requested advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other person in connection with any the consummation of the foregoingtransactions contemplated by this Agreement, including the Merger; (iv) avoid the entry ofdefending of any lawsuits or other Actions, whether judicial or have vacated administrative, challenging this Agreement or terminated, any injunction, decree, order, or judgment that would restrain, prevent, otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including but not limited seeking to defending through litigation on the merits have any claim asserted in stay, temporary restraining order or injunction entered by any court by any Personor other Governmental Entity vacated or reversed; and (v) take any and all reasonable steps necessary to avoid an Action or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted proceeding by any Governmental Entity with respect Entity, and (vi) execute and deliver any additional instruments necessary to consummate the Merger so transactions contemplated by this Agreement. The Parties hereto execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to enable the consummation consummate or implement expeditiously each of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with transactions contemplated by this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsAgreement.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms The Company and conditions of this Agreement and applicable law, Parent shall cooperate with each of the parties shall act in good faith other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done all things necessary, proper or advisable under the Company Material Contract set forth on Section 5.5(a) of the Company Disclosure Letter (the “Section 5.5 Contract”), Parent Material Contracts and Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (with respect to such Legal Requirements) or other third party (with respect to the Section 5.5 Contract and the Parent Material Contracts) (hereinafter referred to as “Consents”) and to lift any injunction or other legal bar to the Transactions in order to consummate the Transactions as promptly as practicable, including, without limitation, taking the actions set forth on Section 5.5(a) of the Company Disclosure Letter. Except in respect of obtaining Consents under the Section 5.5 Contract, all costs incurred in connection with obtaining such Consents, including expert consultant fees shall be borne equally by the Company and Parent (which amount, in the case of the Company, shall constitute a Seller Transaction Expense). HSR filing fees with respect to the Notification and Report Form under the HSR Act required to be filed by Parent shall be borne by Parent. HSR filing fees with respect to the Notification and Report Form under the HSR Act required to be filed by APSLP or the Company shall be borne by the Company and shall constitute a Seller Transaction Expense. Without limiting the foregoing, each of the parties shallCompany and Parent undertakes and agrees to file (or cause their Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”). Each party hereto shall make appropriate filings with other competition authorities, insurance and health maintenance organization licensing authorities (or cause their Affiliates to make such filings, as applicable) with respect to the Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to insurance and health maintenance organization licensing authorities and/or any other competition authorities any additional information and documentary material that may be requested in connection therewith. Each of the Company and Parent shall (and shall cause their respective Subsidiaries Affiliates to, and ) respond as promptly as practicable to any inquiries received from the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy StatementFTC, the Proxy Statement Antitrust Division or insurance and the Registration Statement health maintenance organization licensing authorities for additional information or documentation and to all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or inquiries and requests received from any other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary Authority in connection with Consents. The parties shall provide each other with copies of any application or other communication, which references any party (or any limited partner of APSLP), to Governmental Authorities and/or the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect counterparty to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity Section 5.5 Contract in connection with this Agreement (other than in advance of filing under the HSR Act)or submission thereof, and each party shall provide the other party with drafts thereof and afford the other party parties a reasonable opportunity to comment on upon and modify any such draftsreference as to such Persons. The consent of the party making such application or other communication to accepting such comment or modification shall not be unreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties shall act in good faith and party hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable necessary under Applicable Laws and regulations to consummate and make effective the transactions contemplated by any Transaction Document to which Seller, Parent or Purchasers, as applicable, is party, including to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Interests to Purchasers pursuant to this Agreement as soon as practicableAgreement. Without limiting Following the foregoingClosing, the parties shallPurchasers, Seller, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, Parent agree to (i) consult execute and cooperate with deliver such other documents, certificates, agreements and provide assistance other writings and to each take such other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or desirable, or reasonably requested by the other party hereto, in connection with order to consummate or implement expeditiously the transactions contemplated by any Transaction Document, (ii) perfect, protect, more fully evidence, vest and maintain in Purchasers good, valid and marketable rights and interests in and to the Purchased Interests free and clear of all Liens, other than Liens in favor of Purchasers pursuant to the foregoing; Transaction Documents or Liens granted by Purchasers, (iii) create, evidence and perfect each of Purchaser’s back-up security interests granted pursuant to Section 2.01(e) and the first priority security interests granted pursuant to the Security Agreements, and (iv) avoid the entry ofenable Purchasers to exercise or enforce any of Purchaser’s rights under any Transaction Document to which Seller or Purchaser as applicable, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Mergeris party, including but following the Closing Date (which, for purposes of clarity, shall not limited to defending through litigation on the merits any claim asserted limit or otherwise affect in any court by any Person; and (v) take any and all reasonable steps necessary manner Seller’s or Parent’s rights or remedies or entitlement to avoid exercise or eliminate every impediment enforce those rights or remedies under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR ActTransaction Document), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties Party shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, or as reasonably requested by the other Parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement, and to cause the conditions to the Merger set forth in Article II to be satisfied as promptly as reasonably practicable, including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (i) obtain all necessary actions, nonactions, waivers, consents, approvals, registrations, permits, orders, expirations, terminations of waiting periods and other confirmations from any Governmental Entity that are or may become necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; Agreement, including the Merger prior to the Effective Time, (ii) the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) provide the taking of all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates steps as may be necessary necessary, proper or reasonably requested advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other person in connection with any the consummation of the foregoingtransactions contemplated by this Agreement, including the Merger; (iv) avoid the entry ofdefending of any lawsuits or other Actions, whether judicial or have vacated administrative, challenging this Agreement or terminated, any injunction, decree, order, or judgment that would restrain, prevent, otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including but not limited seeking to defending through litigation on the merits have any claim asserted in stay, temporary restraining order or injunction entered by any court by any Personor other Governmental Entity vacated or reversed; and (v) take any and all reasonable steps necessary to avoid an Action or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted proceeding by any Governmental Entity with respect Entity, and (vi) execute and deliver any additional instruments necessary to consummate the Merger so transactions contemplated by this Agreement. The Parties hereto execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to enable the consummation consummate or implement expeditiously each of the Merger to occur as expeditiously as possibletransactions contemplated by this Agreement. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.56

Commercially Reasonable Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement and applicable lawAgreement, each of the parties party hereto shall act in good faith and use 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 party or parties in doing, all things necessary, proper or advisable to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Related Agreements. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall use commercially reasonable efforts to (i) as promptly as practicable, obtain all Approvals and deliver all notices (including notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (“HSR Act”) and others referred to in Section 3.6 hereof and any referred to in Section 3.6 of the Company Disclosure Schedule) necessary to consummate the transactions contemplated by this Agreement and the Related Agreements, (ii) make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and (iii) furnish all information required for any application or other filing to be made pursuant to any Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement and the Related Agreements. In furtherance and not in limitation of the foregoing, each party shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, with respect to the transactions contemplated by this Agreement as soon promptly as practicable. Without limiting practicable following the foregoing, the parties shall, and shall cause their respective Subsidiaries to, date of this Agreement (and the parties shall use commercially reasonable efforts to cause their make such filing within ten (and their respective Subsidiaries'10) directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in days after the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation of the Merger to occur as expeditiously as possibledate hereof). Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act)In addition, each party shall provide supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the other party with drafts thereof and afford the other party a reasonable opportunity HSR Act (subject to comment on such draftsSection 6.3(c) below).

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms The Company and conditions of this Agreement and applicable law, Parent shall cooperate with each of the parties shall act in good faith other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as "Consents") and to lift any injunction or other legal bar to the Transactions in order to consummate the Transactions as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees shall be borne equally by the Company and Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, each of the parties shallCompany and Parent undertakes and agrees to file (or cause their Affiliates to file, as applicable) as soon as practicable, and in any event prior to fifteen (15) Business Days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"). Each party hereto shall make appropriate filings with other competition authorities and CMS (or cause their Affiliates to make such filings, as applicable) with respect to the Transactions promptly after the date of this Agreement, including without limitation regarding the novation of the Company CMS Agreement and shall supply as promptly as practicable to CMS and/or any other competition authorities any additional information and documentary material that may be requested in connection therewith. Each of the Company and Parent shall (and shall cause their respective Subsidiaries Affiliates to, and ) respond as promptly as practicable to any inquiries received from the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy StatementFTC, the Proxy Statement Antitrust Division or CMS for additional information or documentation and the Registration Statement to all inquiries and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or requests received from any other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary Authority in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) Consents. Parent shall provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so as to enable the consummation Company and MHRx copies of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity communication, which references the Company, MHRx or any member of MHRx, to Governmental Authorities in connection with this Agreement (other than in advance of filing under the HSR Act)or submission thereof, each party and Parent shall provide the other party with drafts thereof Company and afford the other party MHRx a reasonable opportunity to comment on upon and modify any such draftsreference as to such Persons. Parent's consent to accepting such comment or modification shall not be unreasonably withheld.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties party shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, to consummate and implement expeditiously each of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, to the extent required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”), each party hereto agrees to make required filing or application under Antitrust Laws, as applicable, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to consummate cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. In furtherance and not in limitation of the foregoing, to the extent required by the Oklahoma Department of Insurance, each party hereto agrees to make effective required filing or application required by the Oklahoma Department of Insurance with respect to the transactions contemplated hereby, which shall include filing a Form A, as promptly as practicable (but no later than 30 days after the date of this Agreement) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by the Oklahoma Department of Insurance. Each of Buyer and the Company shall, in connection with the efforts referenced in this Section 8.4 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoingunder any Antitrust Law, the parties shall, and shall cause their respective Subsidiaries use its reasonable best efforts to, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to : (i) consult and cooperate in all respects with and provide assistance to each other in the preparation connection with any filing or submission and filing in connection with the SEC of the preliminary Proxy Statementany investigation or other inquiry, the Proxy Statement and the Registration Statement and all necessary amendments or supplements theretoincluding any proceeding initiated by a private party; (ii) obtain all consentskeep the other party reasonably informed of any communication received by such party from, approvalsor given by such party to, waiversthe Federal Trade Commission (the “FTC”), licensesthe Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Authority and of any communication received or given in connection with any proceeding by a private party, permits, authorizations, registrations, qualifications or in each case regarding any of the transactions contemplated hereby; and (iii) permit the other permissions or actions by, party and give all necessary notices its outside counsel to review any communication given by it to, and make all filings consult with and applications and submissions toeach other in advance of any meeting or conference with, the FTC, the DOJ or any Governmental Entity or other Person necessary Authority or, in connection with any proceeding by a private party, with any other Person, and to the consummation extent permitted by the FTC, the DOJ or such other applicable Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide in order to transfer all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing; (iv) avoid the entry ofEquity Interests to Buyer and to vest in Buyer good, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; valid and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect marketable title to the Merger so as to enable the consummation Equity Interests, free and clear of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsall Liens.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement and applicable lawAgreement, each of the parties Seller Party and Purchaser shall, and shall act in good faith and cause their respective Affiliates to, use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate the Transactions, including, as to each Seller Party, preparing and make effective filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and to obtain all consents and authorizations, necessary for such party to consummate the transactions contemplated by this Agreement as soon as practicableAgreement; provided that Seller Parties shall not make any filings, notices, petitions, statements, registrations, submissions of information, applications or other documents which contain confidential information regarding Purchaser or its Affiliates without Purchaser’s prior written consent. Without limiting Each of the foregoingSeller Parties and Purchaser agree that, from time to time before and after the parties shallClosing Date, they will execute and shall cause their respective Subsidiaries todeliver, and the parties shall or use commercially reasonable best efforts to cause their (other respective Affiliates to execute and deliver such further instruments, and take, or cause their respective Subsidiaries') directorsAffiliates to take, officerssuch other action, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and its officers, directors, employees, partners and affiliates as may be reasonably necessary to carry out the purposes and intents of this Agreement. From and after the date of this Agreement until the Closing, the Seller Parties, on the one hand, and Purchaser, on the other hand, shall promptly, upon having or reasonably requested in connection with gaining knowledge of any event, condition or fact that would cause any of the foregoing; conditions in this Agreement not to be fulfilled, notify the other thereof, and furnish the other with any information it (ivor they) avoid may reasonably request with respect thereto. Seller Parties shall cooperate with Purchaser following the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation date of the Merger, including but not limited this Agreement to defending through litigation on the merits any claim asserted in any court deliver to Purchaser all documents and information reasonably requested by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity Purchaser with respect to the Merger so as Properties, including the Development Properties (including any applicable organizational documents for the owners thereof). Promptly following the date hereof, Seller Parties shall deliver to enable Purchaser true, correct and complete copies of all organizational documents for the consummation of the Merger to occur as expeditiously as possible. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsProperty Owners.

Commercially Reasonable Efforts; Further Assurances. (a) Subject to the terms Each Investor, severally but not jointly, and conditions of this Agreement and applicable lawParent, shall cooperate with each of the parties shall act in good faith other and use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done all things necessary, proper or advisable under all applicable Contracts and Legal Requirements to consummate and make effective the transactions contemplated by this Agreement Collective Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all waivers, consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from CMS and/or any other Governmental Authority or other third party (hereinafter referred to as "Consents") and to lift any injunction or other legal bar to the transactions contemplated hereby in order to consummate the transactions contemplated hereby as promptly as practicable. All costs incurred in connection with obtaining such Consents, including CMS consent fees and expert consultant fees, shall be borne by Parent. HSR filing fees shall be borne by Parent. Without limiting the foregoing, the parties shalleach Investor, severally but not jointly, and shall Parent, undertakes and agrees to file (or cause their respective Subsidiaries toAffiliates to file, and the parties shall use commercially reasonable efforts to cause their (and their respective Subsidiaries'as applicable) directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement and all necessary amendments or supplements thereto; (ii) obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or other Person necessary in connection with the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; , and in any event prior to fifteen (iii15) provide all such information concerning such partyBusiness Days after the date hereof, its Subsidiaries a Notification and its officers, directors, employees, partners Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and affiliates as may be necessary or reasonably requested in connection with any the Antitrust Division of the foregoing; United States Department of Justice (iv) avoid the entry of"Antitrust Division"). Each Investor, or have vacated or terminatedseverally but not jointly, any injunctionand Parent, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Mergeragrees to make appropriate filings with all appropriate Governmental Authorities, including but not limited insurance regulators, other competition authorities and CMS (or cause their respective Affiliates to defending through litigation on the merits any claim asserted in any court by any Person; and (vmake such filings, as applicable) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to the Merger so Collective Transactions promptly after the date of this Agreement and shall supply as promptly as practicable to enable the consummation of the Merger such Governmental Authorities any additional information and documentary material that may be requested in connection therewith. Each Investor, severally but not jointly, and Parent, agrees to occur (and to cause their respective Affiliates to) respond as expeditiously promptly as possible. Prior practicable to making any application inquiries received from such Governmental Authorities for additional information or documentation and to or filing with a all inquiries and requests received from any other Governmental Entity or other entity Authority in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such draftsConsents.