Common use of Consents; Cooperation Clause in Contracts

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent and Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all reasonable efforts to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In -------------- connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and ----- that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement; provided, however, in no event shall either Parent or the Company -------- ------- agree to the divestiture of any assets or business units, unless Parent and Company mutually agree it is in their respective best interests to do so. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, (i) neither Parent nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as product lines or assets, or to qualify to do business in any jurisdiction in which it is not now so qualified, or to file a condition general consent to service of process under any applicable state laws, and (ii) without the prior written consent of Parent, neither Company nor its subsidiaries shall, or 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 required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on (A) the businessParent, properties, assets, liabilities, financial condition Surviving Corporation or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerCompany.

Consents; Cooperation. (a) Each of Parent and the Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSRthe HSR Act; provided, and however, that neither party shall be required to make any out-of-pocket expenditures (other than filing or similar fees) to any Governmental Entity or third party in connection therewith. The Company shall use all its commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and the Company shall use all its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Xxxxx Commission Act, as amendedamexxxx, and xnd any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all its commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor the Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 8.1(b)). Each of Parent and the Company shall use all its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and the Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, (i) neither Parent nor Company any of its Subsidiaries shall be required to agreedivest any of their respective businesses, as product lines or assets, or the Company's or any of its Subsidiaries' respective businesses, product lines or assets or to qualify to do business in any jurisdiction in which it is not now so qualified, or to file a condition general consent to service of process under any applicable state laws, and (ii) without the prior written consent of Parent, neither the Company nor its Subsidiaries shall, or 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 required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition Company Material Adverse Effect or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerParent Material Adverse Effect.

Consents; Cooperation. (a) Each of Parent Corixa, Merger Sub and Company shall promptly apply for or otherwise seek, and Coulxxx xxxll use all its commercially reasonable efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Corixa, Merger Sub or Coulxxx xx any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer and the Mergertransactions contemplated hereunder, including those required under HSRthe HSR Act, and shall use all reasonable efforts to obtain (ii) make all necessary consentsfilings, waivers and approvals underthereafter make any other required submissions, or with respect to deliver notice of this Agreement and the Merger as required by, any of its material contracts in connection with under the Merger for Securities Act and the assignment thereof or otherwise. The parties hereto will consult Exchange Act 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 HSR or any other federal applicable federal, state or state antitrust or fair trade Lawforeign securities laws. (b) Each of Parent Corixa, Merger Sub and Company shall Coulxxx xxxll use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Corixa, Merger Sub and Company shall Coulxxx xxxll cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Corixa and Company decide Coulxxx xxxide that litigation is not in their respective best interests. Notwithstanding The parties hereto will consult and cooperate with one another, and consider in good faith the provisions views of the immediately preceding sentenceone another, it is expressly understood in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and agreed that neither Parent nor Company shall have proposals made or submitted by or on behalf of any obligation party hereto in connection with proceedings under or relating to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionAntitrust Laws. Each of Parent Corixa, Merger Sub and Company shall Coulxxx xxxll use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement.be (c) Notwithstanding From the foregoingdate of this Agreement until the earlier of the Effective Time or the termination of this Agreement, neither Parent nor Company each party shall be required promptly notify the other party in writing of any pending or, to agreethe knowledge of such party, as a condition threatened, action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any required approval restrain or prohibit the consummation of the Merger and or the transactions contemplated herebyhereunder or otherwise limit the right of Corixa or its Subsidiaries to own or operate all or any portion of the businesses or assets of Coulxxx xx its Subsidiaries. (d) Each of Corixa and Coulxxx xxxll give or cause to be given any required notices to third parties, and use its commercially reasonable efforts to obtain all consents, waivers and approvals from third parties (i) necessary, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Coulxxx Xxxclosure Schedule or the Corixa Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Coulxxx xx Corixa from occurring prior or after the Effective Time. In the event that Corixa or Coulxxx xxxll fail to obtain any third-party consent, waiver or approval described in this Section 5.2(d), it shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other party, to divest itself of or hold separate minimize any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on Corixa and Coulxxx, xxeir respective subsidiaries and their respective businesses resulting (Aor that could reasonably be expected to result after the Effective Time) from the businessfailure to obtain such consent, propertieswaiver or approval. (e) Each of Corixa and Coulxxx xxxl, assetsand will cause their respective Subsidiaries to, liabilitiestake all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed on such other party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, financial condition approval, order or results of operations of such party and its subsidiariesauthorization of, taken as a whole or (B) the benefits intended any registration, declaration or filing with, any Governmental Entity or other person required to be derived as a result obtained or made in connection with the taking of the Mergerany action contemplated by this Agreement.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer and the Mergertransactions contemplated hereunder, including those required under HSRthe HSR Act, and shall use all reasonable efforts to obtain (ii) make all necessary consentsfilings, waivers and approvals underthereafter make any other required submissions, or with respect to deliver notice of this Agreement and the Merger as required by, any of its material contracts in connection with under the Merger for Securities Act and the assignment thereof or otherwise. The parties hereto will consult Exchange Act 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 HSR or any other federal applicable federal, state or state antitrust or fair trade Lawforeign securities laws. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. The parties hereto will 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 Antitrust Laws. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May April 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction2002. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.2(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition 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 Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (ii) neither Target nor its Subsidiaries shall be required approval 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 Target. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger and or the transactions contemplated herebyhereunder or otherwise limit the right of Acquiror or its subsidiaries to own or operate all or any portion of the businesses or assets of Target or its subsidiaries. (e) Each of Acquiror and Target shall give or cause to be given any required notices to third parties, and use its reasonable best efforts to obtain all consents, waivers and approvals from third parties (i) necessary to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Target Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Target or Acquiror from occurring prior or after the Effective Time. In the event that Acquiror or Target shall fail to obtain any third party consent, waiver or approval described in this Section 5.2(e), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to divest itself minimize any adverse effect upon Acquiror and Target, their respective subsidiaries and their respective businesses resulting (or which could reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval. (f) Each of or hold separate any subsidiaryAcquiror and Target will, division or business unit that is material and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the business consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and its subsidiarieswill take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, taken as a wholeapproval, the divestiture order or holding separate of which would be reasonably likely to have a material adverse effect on (A) the businessauthorization of, propertiesor any registration, assetsdeclaration or filing with, liabilitiesany Governmental Entity or other person, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result obtained or made in connection with the taking of the Mergerany action contemplated by this Agreement.

Consents; Cooperation. (a) Each of Parent Acquiror, MergerSub and Company Target shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Acquiror, MergerSub or Target or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer transactions contemplated hereunder, and (ii) make or cooperate in the making of all necessary filings, and thereafter make or cooperate in the making of any other required submissions, with respect to this Agreement and the Merger, including those Merger required under HSRthe Securities Act and the Exchange Act and any other applicable federal, state, local or foreign laws or by any Governmental Entity. (b) Each of Acquiror, MergerSub and Target shall use all commercially reasonable efforts to obtain resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any -------------- administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Acquiror, MergerSub and Target shall cooperate and use all necessary consentscommercially reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, waivers lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and approvals underthat ----- prohibits, prevents or to deliver notice restricts consummation of the Merger as required byor any such other transactions, any of its material contracts unless by mutual agreement Acquiror and Target decide that litigation is not in connection with the Merger for the assignment thereof or otherwisetheir respective best interests. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade LawAntitrust Laws. (bc) Each From the date of Parent and Company this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall use all reasonable efforts promptly notify the other party in writing of any pending or, to resolve the knowledge of such objectionsparty, if anythreatened, as may be asserted action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated hereunder or otherwise limit the right of Acquiror or its Subsidiaries to own or operate all or any portion of the businesses or assets of Target or any Target Subsidiaries. (d) Each of Acquiror and Target shall give or cause to be given any required notices to third parties, and use its commercially reasonable efforts to obtain all consents, waivers and approvals from third parties (i) necessary, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Target Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Target or Acquiror from occurring prior to or after the Effective Time. In the event that Acquiror or Target shall fail to obtain any third-party consent, waiver or approval described in this Section 5.2(d), it shall use its commercially reasonable efforts, and shall take any such actions reasonably requested by the other party, to minimize any adverse effect on Acquiror and Target, their respective subsidiaries and their respective businesses resulting (or that could reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval. (e) Each of Acquiror and Target will, and will cause their respective Subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement under HSR, and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed on such other party in connection with the Xxxxxxx Act, as amended, consummation of the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction transactions contemplated by this Agreement as violative and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person required to be obtained or made in connection with the taking of any Antitrust Law, each of Parent and Company shall cooperate and use all reasonable efforts to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless contemplated by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (cf) Notwithstanding It is agreed that notwithstanding the foregoingundertakings of the parties under this Section 5.2, neither Parent nor Company Acquiror shall not be required to, and Target shall not without Acquiror's prior written consent, undertake any such action to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of attain such compliance or hold separate any subsidiary, division or business unit that is material consent to the extent it requires the modification of any Material Contract or any Acquiror Contract, the discontinuance of any line of business of such party either Acquiror or Target or the expenditure of amounts, when aggregated between the parties, in excess of $150,000 (exclusive of transaction expenses for this Agreement and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerSEC registration fees).

Consents; Cooperation. (a) Each of Parent Parent, Merger Sub and the Company shall promptly after the execution of this Agreement apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer Merger. Without limiting the generality or effect of the foregoing, each of Parent, Merger Sub and the MergerCompany shall, including those as soon as practicable, and in any event no later than 15 business days from the date of this Agreement, make any initial filings required under HSRthe HSR Act. In addition, Parent will use its reasonable best efforts to cause Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”), to make, as soon as practicable, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice in any event no later than 15 business days from the date of the Merger as required bythis Agreement, any of its material contracts in connection with initial filings required under the Merger for the assignment thereof or otherwiseHSR Act. The parties hereto will 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 the HSR Act or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to resolve resolve, and in Parent’s case, use its commercially reasonable efforts to cause Cypress to resolve, such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and HSR Act or any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewithNeither Parent, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Lawnor Cypress, each of Parent and Company shall cooperate and use all reasonable efforts to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of nor the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30the Termination Date, 2001, or and (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and the Company shall use all commercially reasonable efforts to take take, and, in Parent’s case, use its commercially reasonable efforts to cause Cypress to take, such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and the Company shall take, and, in Parent’s case, use its commercially reasonable efforts to cause Cypress to take, any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: (A) entering into negotiations, (B) providing information required by law or governmental regulation, and (C) substantially complying with any second request for information in accordance with the Antitrust Laws. (c) Notwithstanding In no event will Parent or Cypress be obligated to (i) divest any of their or any of their respective subsidiaries’ businesses, product lines or assets, or to agree to any divestiture of the foregoingCompany’s businesses, neither Parent product lines or assets, or (ii) take or agree to take any other action or agree to any limitation that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Surviving Company after the Effective Time. Neither the Company nor Company any of its Subsidiaries shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the businessdivest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) to take or agree to take any other action or agree to any limitation that individually or in the benefits intended aggregate could reasonably be expected to be derived as have a result of Material Adverse Effect on the MergerCompany.

Consents; Cooperation. (a) Each As promptly as possible after execution of Parent the Agreement, the Sellers and Company Buyer shall promptly apply for or otherwise seekcooperate, and each shall use its commercially reasonable efforts, to make all filings and obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties necessary to consummate the transactions contemplated by this Agreement; provided, however, that, notwithstanding the foregoing, (i) the actions of Sellers and Buyer with respect to filings, approvals and other matters pursuant to the HSR Act and any local, state, federal (other than the HSR Act) or foreign antitrust statute, antitrust law, antitrust regulation or antitrust rule applicable to the Companies or Buyer (“Other Antitrust Regulations”) shall be governed by subsections (b), (c) and (d) of this Section 5.3, and (ii) Sellers will use commercially reasonable efforts to obtain, or will cause each of the Companies to use such efforts to obtain, all consents licenses, permits, consents, approvals, authorizations, qualifications and approvals orders required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 transactions contemplated by or on behalf of any party hereto in connection with proceedings under or relating to HSR or any other federal or state antitrust or fair trade Lawthis Agreement. (b) Each Sellers and Buyer shall (i) file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Parent Justice (the “DOJ”), no later than the second business day after the date of this Agreement, the notification and Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to report form required for the transactions contemplated by this Agreement under HSR, and any supplemental information requested in connection with such notification and report form pursuant to the Xxxxxxx HSR Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and (ii) any other Federalapplicable governmental or regulatory entity, state or foreign statutesall filings, rulesreports, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having information and documentation required for the purpose or effect consummation of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction the transactions contemplated by this Agreement pursuant to the Other Antitrust Regulations. Each Seller and Buyer shall furnish to each other’s counsel such necessary information and reasonable assistance as violative the other party may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and Other Antitrust Law, Regulations. Each Seller and Buyer shall consult with each other as to the appropriate time of Parent making such filings and Company submissions and shall cooperate and use all commercially reasonable efforts to contest make such filings and resist vigorously any such action or proceeding submissions at the agreed upon time. Buyer and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (Sellers will each an "Order"), that is in effect and that prohibits, prevents or restricts consummation pay one-half of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws filing fees with respect to such transactions as promptly as possible after any filings made under the execution of HSR Act in connection with this Agreement. (c) Notwithstanding Each Seller and Buyer shall keep each other apprised in a prompt manner of the foregoingstatus of any communications with, neither Parent nor Company and any inquiries or requests for additional information from, the FTC and the DOJ and other governmental or regulatory entities and shall comply promptly with any such inquiry or request. (d) Buyer and Sellers shall, and Sellers shall cause the Companies to, use their commercially reasonable efforts to obtain the termination or expiration of the applicable waiting period under the HSR Act and Other Antitrust Regulations; provided, that Buyer will not be required to agree(A) agree to, as a condition to any required approval of the Merger and the transactions contemplated herebyor proffer to, to divest itself of or hold separate any subsidiary, division assets or business unit that is material to the any portion of any business of such party and Buyer or its subsidiariessubsidiaries or, taken as a wholeassuming the consummation of the transactions described in this Agreement, the divestiture Companies or holding separate any of which its Subsidiaries, (B) not compete in any geographic area or line of business or (C) restrict the manner in which, or whether, Buyer or the Companies or any of their Subsidiaries may carry on business in any part of the world, which, in the case of any of clauses (A) through (C) above, would reasonably be reasonably likely expected to have a material adverse effect on (A) Buyer Material Adverse Effect, a Seller Material Adverse Effect or materially impair the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the long-term benefits intended sought to be derived as a result of from the MergerAgreement.

Consents; Cooperation. (a) Each of Parent Exodus and the Company shall promptly as soon as practicable after the date of this Agreement, apply for or otherwise seek, and use all reasonable efforts its best efforts, subject to Section 5.6(b), to obtain, all consents and approvals required to be obtained by it for as a condition to the consummation Closing of the Offer Merger under HSR and the Mergerother Antitrust Laws (as defined below). The Company, including those required under HSRin conjunction with and as reasonably requested by Exodus, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts set forth on Item 2.3 to the Company Disclosure Letter in -------- connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade LawAntitrust Laws. (b) Each of Parent Exodus and the Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, the competition laws of the European Union, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust --------- Laws"). In connection therewith, if any administrative or judicial action or ---- proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Exodus and the Company shall cooperate and use all reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), Order that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Exodus and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Exodus and the Company shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither Parent nor Company (i) Exodus shall not be required to agree, as a condition (A) take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on (A) Exodus or the business, properties, assets, liabilities, financial condition Surviving Corporation after the Effective Time or results of operations of such party and its subsidiaries, taken as a whole or to (B) divest any of its or its subsidiaries' businesses, product lines or assets, and (ii) the benefits intended Company may not agree to be derived as a result divest any of its businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation without the Mergerconsent of Exodus.

Consents; Cooperation. (a) Each of Parent Newco, Merger Subs, Omega and Company shall promptly apply for or otherwise seekOnline will, and use will cause their respective subsidiaries to, take all reasonable efforts actions necessary to obtaincomply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, all consents and approvals approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by it for this Agreement. In the consummation event an injunction or other order shall have been issued which prevents, alters or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Without limiting the foregoing, each of the Offer Omega and the Merger, including those required under HSR, and Online shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult As soon as practicable following the execution hereof, Omega, Online and cooperate with one anotherNewco shall file all necessary forms and take all necessary actions, and consider in good faith thereafter shall use its reasonable best efforts, to file any required notice or application and to obtain prior to the views Closing Date approval of one anotherthe change of control or ownership of Omega and Online and its respective subsidiaries from The Nasdaq Stock Market or the NASD and any applicable state and all other notices, in connection with any analyseslicenses, appearancespermits, presentationsconsents, memorandaapprovals, briefsauthorizations, argumentsqualifications and orders of Governmental Entities and parties to contracts, opinions and proposals made agreements, licenses or submitted by or on behalf of any party hereto in connection with proceedings under or other instruments relating to HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent and Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all reasonable efforts to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action business as may be required in order to cause the expiration enable each of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoingOmega, neither Parent nor Company shall be required to agreeOnline and Newco, as a condition to any required approval of the Merger and the transactions contemplated herebyrespectively, to divest itself of or hold separate any subsidiary, division or business unit that is material perform its obligations hereunder and so as to permit the business of such party and its subsidiaries, taken as a whole, Closing to occur at the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Mergerearliest possible date.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals (including, without limitation, all consents and approvals required by United States and foreign governmental or regulatory agencies) required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one anotherwith, and consider in good faith provide the views of necessary information to, 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 HSR or any other federal federal, state or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Traxx Xxxxission Act, as amended, and any xxx xny other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, conditions or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Acquiror nor Company Target shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30August 31, 20012002, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyapproval, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent and the Company shall promptly apply for or otherwise seek, and use all their respective commercially reasonable efforts to obtain, all consents consents, waivers and approvals approvals, and other actions or nonactions, and to give all necessary notices to, Governmental Entities and other persons, required to be obtained or made by it for the consummation of the Offer and the Merger, including those required under HSR, Parent’s material Contracts and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwiseCompany’s Material Contracts. The parties hereto will 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 HSR or any other federal or state applicable antitrust or fair trade Lawanti-competition Laws of any foreign country. (b) Each of Parent and the Company shall use all their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulationsLaws, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”) or any laws, rules or regulations governing the operation of gaming establishments or the provision of products or services to gaming establishments or patrons of such gaming establishments (collectively, “Gaming Laws”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Gaming Law, each of Parent and the Company shall cooperate and use all their respective commercially reasonable efforts to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and the Company shall use all their respective commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws or Gaming Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither Parent nor and Merger Sub (i) shall not be required to, and the Company and its subsidiaries shall not without the written consent of Parent, divest or hold separate, or enter into any licensing arrangement with respect to, any of its or its subsidiaries’ businesses, product lines or assets or to take or agree to take any other action or agree to any limitation with respect to any of its or its subsidiaries’ businesses (in each case including the Company and its subsidiaries), and (ii) Parent may in its sole and absolute discretion, but shall not be obligated to, litigate or participate in the litigation of any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Governmental Entity, with regard to any of the matters described in clause (i) or otherwise challenging or seeking to restrain or prohibit consummation of the Merger or any of the other transactions contemplated hereby. (d) The Company shall use commercially reasonable efforts to furnish Parent, on or prior to the Closing Date, with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required to agree, as a condition to any required approval in connection with the Merger under the Contracts of the Merger and the transactions contemplated herebyCompany set forth, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result set forth, on Section 2.24 of the MergerCompany Disclosure Schedule.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts Contracts (excluding customer contracts) in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative volatile of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30October 15, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction1999. Each of Parent Acquiror and Company Target shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. The Acquiror and Target also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. Notwithstanding anything to the contrary in this Section 5.6, neither the Acquiror nor Target nor any of their respective Subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the transactions contemplated hereby. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Acquiror nor Company any of its Subsidiaries shall be required to agreedivest any of their respective businesses, as a condition services, product lines or assets, or to take or agree to take any other action or agree to any required approval of limitation that, individually or in the Merger and the transactions contemplated herebyaggregate, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.Material Adverse Effect on

Consents; Cooperation. (a) Each of Parent Parent, Merger Sub and Company shall promptly apply for or otherwise seek--------------------- will, and use will cause their respective Subsidiaries to, take all reasonable efforts actions necessary to obtain, comply promptly with all consents and approvals required legal requirements which may be imposed on them with respect to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent and Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the Xxxxxxx Act, as amended, consummation of the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction transactions contemplated by this Agreement as violative and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any Antitrust Law, each of action contemplated by this Agreement. Parent and Company shall cooperate and use all reasonable efforts have the right to contest and resist vigorously any such action or proceeding review in advance, and to have vacatedthe extent practicable each will consult the other as to, liftedin each case subject to applicable laws relating to the exchange of information, reversed all of the information which will appear in any filing made with, or overturned written materials submitted to, any decree, judgment, third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other orderorder shall have been issued which prevents, whether temporary, preliminary alters or permanent (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or delays the Merger or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other transactions, unless by mutual agreement order lifted. Parent and Company decide that litigation is not in and their respective Subsidiaries shall cooperate and use their respective reasonable best interests. Notwithstanding efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the provisions of transactions contemplated by this Agreement, including without limitation the immediately preceding sentenceOTS, it is expressly understood the NASD (the "NASD Approval") and agreed that neither Parent nor Company shall have any obligation applicable state approval ("State Approval") and to litigate or contest any administrative or judicial action or proceeding or any Order beyond consult with the earlier of (i) May 30other party with respect to obtaining such permits, 2001consents, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionapprovals and authorizations. Each of Parent and Company shall use agrees, upon request, to furnish the other party with all reasonable efforts to take information concerning itself, its Subsidiaries, directors, officers and shareholders and such action other matters as may be required to cause the expiration reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of the notice periods under HSR such other party or other Antitrust Laws with respect to such transactions as promptly as possible after the execution any of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition its Subsidiaries to any required approval of the Merger and the transactions contemplated hereby, to divest itself of third party or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerGovernmental Entity.

Consents; Cooperation. (a) Each of Parent the Acquiror and the Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Mergertransactions contemplated hereby, including those required under HSRthe HSR Act, any foreign antitrust laws and any securities regulatory laws. The Company shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwiseotherwise for the consummation of the transactions contemplated hereby. The parties hereto will 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 the HSR or Act, any other federal or state antitrust or fair trade Lawlaw or any securities regulatory law. (b) Each of Parent the Acquiror and the Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")decrees. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust LawAgreement, each of Parent the Acquiror and the Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer transactions contemplated hereby, unless either the Acquiror or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide decides that litigation is not in their respective its best interests. Notwithstanding the provisions Each of the immediately preceding sentence, it is expressly understood Acquiror and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws antitrust laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, neither Parent nor Company (i) the Acquiror shall not be required to agreedivest any of its businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on the Acquiror or on the Company after the Closing Date and (Aii) the businessCompany shall not be required to divest any of their businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) Material Adverse Effect on the benefits intended to be derived as a result of the MergerCompany.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or of Parent combined with the Surviving Corporation after the Effective Time and (Aii) the businessneither Company nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, . Company and Parent shall each use all their respective commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state applicable antitrust or fair trade Lawanti-competition laws of any foreign country. (b) Each of Parent and Company shall use all their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all their respective commercially reasonable efforts to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all their respective commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither Parent nor shall not be required to divest any of its or its subsidiaries’ businesses, product lines or assets or to take or agree to take any other action or agree to any limitation with respect to any of its or its subsidiaries’ businesses (in each case including Company and its subsidiaries). (d) Company shall use commercially reasonable efforts to furnish Parent, on or prior to the Closing Date, with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required to agree, as a condition to any required approval of in connection with the Merger and under the transactions contemplated herebycontracts of Company set forth, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result of the Mergerset forth, on Schedule 2.24.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Governmental Entity challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Target nor Company Acquiror shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30December 31, 2001, 2000 or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyapproval, to divest itself of or hold separate any subsidiary, division or business unit that which is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. In furtherance and not in limitation of --------------------- the covenants of the parties contained in this Article Five: (a) Each of Parent Targeted and Company Genovo shall promptly apply for or otherwise seek, and use all its commercially reasonable best efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Targeted or Genovo or any of Targeted's subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer transactions contemplated under this Agreement, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger, including those Merger required under HSRthe Securities Act, the Exchange Act and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal applicable federal, state or state antitrust or fair trade Lawforeign securities Laws. (b) Each of Parent Targeted and Company shall use Biogen agrees to make any required filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable and in any event within 10 business days of the date of this Agreement, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all reasonable efforts other actions reasonably necessary to resolve such objectionscause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The fee for the initial filing with respect to the transactions contemplated by this Agreement (and the fees, if any, for subsequent filings of such information and documentary material as may be requested) shall be paid by Biogen. (i) Each of Targeted, Genovo and Biogen, as applicable, shall use its commercially reasonable best efforts to resolve any objections as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, Act and any other Federalfederal, state or foreign statutes, rules, regulations, orders Law or decrees administrative or judicial doctrines or decisions that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, the "Antitrust Laws"). In connection therewith, -------------- if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) ), including any proceeding by a private Person, challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Targeted, Genovo and Company Biogen, as applicable, shall cooperate in all respects with each other and each shall use all its commercially reasonable best efforts to contest and resist vigorously 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 (each of these, an "Order"), that is in effect and that prohibits, prevents or restricts ------ consummation of the Offer or the Merger or any such other transactions, unless transactions contemplated by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (cii) Each of Targeted, Genovo and Biogen, as applicable, shall use its commercially reasonable best efforts to (A) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private Person; (B) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the --- Department of Justice (the "DOJ") or any other Governmental Entity and of any --- material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement; and (C) permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private Person, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (iii) Notwithstanding anything to the foregoingcontrary in this subsection (c), (A) neither Parent Targeted nor Company any of its subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Targeted or Targeted combined with the Surviving Corporation after the Effective Time; (B) Genovo shall not be required approval to divest any of its businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Genovo; and (C) Biogen shall not be required to divest any of its businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Biogen. (iv) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this subsection (c) shall limit Targeted's or Genovo's right to terminate this Agreement pursuant to Section 7.1. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each of Targeted, Genovo and Biogen shall promptly notify the other parties in writing of any pending or, to the knowledge of such party, notice, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) concerning the transactions contemplated by this Agreement, (ii) challenging or seeking material damages in connection with this Agreement or the transactions contemplated under this Agreement or (iii) seeking to restrain or prohibit the consummation of the Merger and or the transactions contemplated herebyunder this Agreement or otherwise limit the right of Targeted or its subsidiaries to own or operate all or any portion of the businesses or assets of Genovo. (e) Each of Targeted and Genovo shall give or cause to be given any required notices to other Persons, and use its commercially reasonable best efforts to obtain all consents, waivers and approvals from other Persons (i) necessary, proper or advisable to consummate the transactions contemplated under this Agreement, (ii) disclosed or required to be disclosed in the Genovo Disclosure Memorandum or the Targeted Disclosure Memorandum or (iii) required to prevent a Material Adverse Effect on Genovo, Targeted or the Surviving Corporation from occurring before or after the Effective Time. If Targeted or Genovo shall fail to obtain any third-party consent, waiver or approval described in this subsection (e), it shall use its commercially reasonable best efforts, and shall take any such actions reasonably requested by the other party, to divest itself minimize any adverse effect upon Targeted and Genovo, Targeted's subsidiaries and their respective businesses resulting (or that would reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval. Genovo and Targeted shall promptly notify each other of any notice or hold separate other communication from any subsidiaryPerson alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. (f) Each of Targeted and Genovo will, division or business unit and Targeted will cause its subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements that is material may be imposed on them with respect to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result consummation of the Mergertransactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party to this Agreement necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement.

Consents; Cooperation. (a) Each of Parent Avant! and Company TMAI shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The Subject to compliance with applicable law governing the exchange of information, the parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Avant! and Company TMAI shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Avant! and Company TMAI shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Avant! and Company TMAI decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent TMAI nor Company Avant! shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30January 31, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement1998. (c) Notwithstanding anything to the foregoingcontrary in subsection (a) or (b) above, (i) neither Parent Avant! nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Avant! or of Avant! combined with the Surviving Corporation after the Effective Time or (Aii) the businessneither TMAI nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on TMAI.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Acquiror nor Company Target shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May June 30, 20012000, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyApproval, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or of Parent combined with the Surviving Corporation after the Effective Time and (Aii) the businessneither Company nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.

Consents; Cooperation. (a) Each of Parent and the Company shall promptly apply for or otherwise seek, and use all their respective commercially reasonable efforts to obtain, all consents consents, waivers and approvals approvals, and other actions or nonactions, and to give all necessary notices to, Governmental Entities and other Persons, required to be obtained or made by it for the consummation of the Offer and the Merger, including those required under HSR, HSR and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwiseContracts. The parties hereto will 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 HSR or any other federal or state applicable antitrust or fair trade Lawanti-competition Laws of any foreign country. (b) Each of Parent and the Company shall use all their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other FederalLaws, state or foreign statutes, rules, regulations, orders Orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all their respective commercially reasonable efforts to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and the Company shall use all their respective commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither Parent nor and Merger Sub shall not be required to, and the Company and its subsidiaries shall not without the written consent of Parent, divest or hold separate, or enter into any licensing arrangement with respect to, any of its or its subsidiaries’ businesses, product lines or assets or to take or agree to take any other action or agree to any limitation with respect to any of its or its subsidiaries’ businesses (in each case including the Company and its subsidiaries). (d) The Company shall use commercially reasonable efforts to furnish Parent, on or prior to the Closing Date, with evidence of the consent or approval of those Persons whose consent or approval shall be required to agree, as a condition to any required approval in connection with the Merger under the Contracts of the Merger and the transactions contemplated herebyCompany set forth, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result set forth, on Section 2.24 of the MergerCompany Disclosure Schedule.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, . Company and Parent shall each use all their respective reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx xxx Xlayton Act, as amended, the Federal xxx Xederal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither (i) Parent nor shall not be required to divest any of its or its subsidiaries' businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation where such divestiture or other action could reasonably be expected to have a Material Adverse Effect on Parent or of Surviving Corporation after the Effective Time, and (ii) Company and its subsidiaries shall not 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 where such divestiture or other action could reasonably be expected to have a Company Material Adverse Effect. (d) Company shall use commercially reasonable efforts to furnish Parent, on or prior to the Closing Date, with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required to agree, as a condition to any required approval of in connection with the Merger and under the transactions contemplated herebycontracts of Company set forth, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result of the Mergerset forth, on Schedule 2.25.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.5(a) or (b), (i) neither Parent nor Company Merger Sub shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or of Parent combined with the Surviving Corporation after the Effective Time and (Aii) the businessCompany shall not be required to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable efforts to obtainpromptly (i) obtain from any Governmental Entity any material consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer and the Mergertransactions contemplated hereunder, including those required under HSR, and shall use all reasonable efforts to obtain (ii) make all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one anotherfilings, 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 HSR or thereafter make any other required submissions, with respect to this Agreement and the Mergers required under the Securities Act and the Exchange Act and any other applicable federal or state antitrust or fair trade Lawsecurities laws. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, Federal or state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger Mergers or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. The parties hereto will 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 Antitrust Laws. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30October 21, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction2003. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.2(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror or of Acquiror combined with the Surviving Company after the Effective Time or (ii) Target shall not be required approval to divest any of its 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, individually or in the aggregate, to have a Material Adverse Effect on Target. (d) From the date of this Agreement until the earlier of the Merger and Effective Time or the termination of this Agreement in accordance with Section 7 hereof, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated herebyhereunder or (ii) seeking to restrain or prohibit the consummation of the Mergers or the transactions contemplated hereunder or otherwise limit the right of Acquiror or its subsidiaries to own or operate all or any portion of the businesses or assets of Target. (e) Each of Acquiror and Target shall give or cause to be given any required material notices to third parties identified on Schedule 5.2(e) hereof, and use its reasonable efforts to obtain all material consents, waivers and approvals from third parties (i) necessary, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Target Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Target or Acquiror from occurring prior to or after the Effective Time, each as identified on Schedule 5.2(e) hereof. In the event that Acquiror or Target shall fail to obtain any third party consent, waiver or approval described in this Section 5.2(e), it shall use its reasonable efforts, and shall take any such actions reasonably requested by the other party, to divest itself minimize any adverse effect upon Acquiror and Target, their respective subsidiaries and their respective businesses resulting (or which could reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval, provided that no party hereto or any stockholder of Target shall be required to make payments to any third parties to induce their consent, waiver or hold separate any subsidiaryapproval. (f) Each of Acquiror and Target will, division or business unit that is material and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the business consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and its subsidiarieswill take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, taken as a wholeapproval, the divestiture order or holding separate of which would be reasonably likely to have a material adverse effect on (A) the businessauthorization of, propertiesor any registration, assetsdeclaration or filing with, liabilitiesany Governmental Entity or other person, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result obtained or made in connection with the taking of the Mergerany action and contemplated by this Agreement.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Acquiror nor Company Target shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May June 30, 20012000, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.competent

Consents; Cooperation. (a) Each of Parent Acquirer and the Company shall promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . The Company shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquirer and the Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Trxxx Xxxmission Act, as amendedamendex, and xxx any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquirer and the Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), Order that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquirer and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, sixty (60) days after the date of this Agreement or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquirer and the Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither Parent nor Company (i) Acquirer shall not be required to agreedivest any of its or its subsidiaries' businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Acquirer or of the Surviving Corporation after the Effective Time and (Aii) the businessCompany may not agree to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole to take or (B) agree to take any other action or agree to any limitation without the benefits intended to be derived as a result consent of the MergerAcquirer.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and the HSR Act. Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Table of Contents Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 8.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 6.6(a) or (b), neither (i) Parent nor Company shall not be required to agreedivest any of its businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or of Parent combined with the Surviving Corporation after the Effective Time and (Aii) the businessCompany shall not be required to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSRthe HSR Act and those required to be obtained from the Pennsylvania Department of Insurance, the Delaware Department of Insurance, the Virginia Department of Insurance and the Ohio Department of Insurance, and shall use all reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice under any of the Merger as required by, any material Contracts of Target and its material contracts Subsidiaries in connection with the Merger for the assignment thereof or otherwise. The parties hereto Parties will 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 Party in connection with proceedings under (i) before any Insurance Authority, or (ii) relating to or under the HSR or any other federal or state antitrust or fair trade LawAct. (b) Each of Parent Acquiror and Company Target shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR(i) any insurance holding company system act or insurance company licensing act administered by any Insurance Authority and any rules or regulations or policies thereunder, or (ii) the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, HSR Act and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of prohibited by any law administered by an Insurance Authority or as violating any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target mutually decide in good faith that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May November 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction2000. Each of Parent Acquiror and Company Target shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice waiting periods under the HSR or other Antitrust Laws Act with respect to such transactions the Merger as promptly as possible after the execution of this Agreement. Acquiror and Target shall also take any and all of the following actions to the extent reasonably necessary to obtain the approval of any Insurance Authority or other Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant thereto. Notwithstanding anything to the contrary in this Section 6.6, neither Acquiror nor Target nor any of its Subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger or the other transactions contemplated hereby. (c) Notwithstanding anything to the foregoingcontrary in Section 6.6(a) or (b), (i) neither Parent Acquiror nor Company any of its Subsidiaries shall be required to agreedivest any of their respective businesses, as a condition services, product lines, assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Acquiror or on Acquiror combined with the Surviving Corporation after the Effective Time, and (Aii) the businessneither Target nor its Subsidiaries shall be required to divest any of their respective businesses, propertiesservices, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Target.

Consents; Cooperation. (a) Each of Parent Buyer and Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act (as defined in Section 9.1(n)) or any other Regulatory Law (as defined in Section 9.1(w)) or federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Buyer and Company shall use all its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, HSR Act and any all other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust applicable Regulatory Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Regulatory Law, each of Parent Buyer and Company shall cooperate and use all its commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Buyer and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Buyer nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Termination Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 8.1(b)). Each of Parent Buyer and Company shall use all its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust applicable Regulatory Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Buyer and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation, and substantially complying with any second request for information pursuant to the Regulatory Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Buyer nor Company any of its Subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Buyer or of Buyer combined with the Company after the Effective Time, and (Aii) the businessneither Company nor any of its Subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Company or of operations of such party and its subsidiaries, taken as a whole or (B) Company combined with the benefits intended to be derived as a result of Buyer after the MergerEffective Time.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, . Company and Parent shall each use all reasonable their respective best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In -------------- connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that ----- is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), neither (i) Parent nor shall not be required to divest any of its or its subsidiaries' businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation where such divestiture or other action could reasonably be expected to have a Material Adverse Effect on Parent or of the Surviving Corporation after the Effective Time, and (ii) Company and its subsidiaries shall not 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 where such divestiture or other action could reasonably be expected to have a Material Adverse Effect on Company. (d) Company shall use commercially reasonable efforts to furnish Parent, on or prior to the Closing Date, with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required to agree, as a condition to any required approval of in connection with the Merger and under the transactions contemplated herebycontracts of Company set forth, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result of the Merger.set forth, on Schedule 2.25. -------------

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, the Final Date or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or the Surviving Corporation after the Effective Time or (Aii) the businessneither Company nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.

Consents; Cooperation. (a) Each of Parent Xxxxxxxx.xxx and Company Alive shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Xxxxxxxx.xxx or Alive or, if applicable, any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer transactions contemplated hereunder, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger, including those Merger required under HSR, the Securities Act and shall use all reasonable efforts to obtain all necessary consents, waivers the Exchange Act and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal applicable federal, state or state antitrust or fair trade Lawforeign securities laws. (b) Each of Parent Xxxxxxxx.xxx and Company Alive shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted -------------- (or threatened to be institutedc) challenging any transaction contemplated by From the date of this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all reasonable efforts to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) May 30, 2001, challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval consummation of the Merger and or the transactions contemplated hereby, hereunder or otherwise limit the right of Xxxxxxxx.xxx or its subsidiaries to divest itself of own or hold separate operate all or any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result portion of the Mergerbusinesses or assets of Alive.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30January 31, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction2000. Each of Parent Acquiror and Company Target shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. The Acquiror and Target also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. Notwithstanding anything to the contrary in this Section 5.6, neither the Acquiror nor Target shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the transactions contemplated hereby. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (Aii) the businessneither Target nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Target.

Consents; Cooperation. (a) Each of Parent Buyer, Merger Sub and Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act or any other Regulatory Law or federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Buyer and Company shall use all its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, HSR Act and any all other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust applicable Regulatory Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Regulatory Law, each of Parent Buyer and Company shall cooperate and use all its commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Buyer and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Buyer nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionTermination Date. Each of Parent Buyer and Company shall use all its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust applicable Regulatory Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Buyer and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation, and substantially complying with any second request for information pursuant to the Regulatory Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Buyer nor Company any of its Subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Buyer or of Buyer combined with the Company after the Effective Time, and (Aii) the businessneither Company nor any of its Subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Company or of operations of such party and its subsidiaries, taken as a whole or (B) Company combined with the benefits intended to be derived as a result of Buyer after the MergerEffective Time.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer and the Mergertransactions contemplated hereunder, including those required under HSRthe HSR Act, and shall use all reasonable efforts to obtain (ii) make all necessary consentsfilings, waivers and approvals underthereafter make any other required submissions, or with respect to deliver notice of this Agreement and the Merger as required by, any of its material contracts in connection with under the Merger for Securities Act and the assignment thereof or otherwise. The parties hereto will consult Exchange Act 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 HSR or any other federal applicable federal, state or state antitrust or fair trade Lawforeign securities laws. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Trxxx Xxxmission Act, as amendedamendex, and xxx any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. The parties hereto will 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 Antitrust Laws. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May April 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction2002. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.2(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition 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 Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (ii) neither Target nor its Subsidiaries shall be required approval 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 Target. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger and or the transactions contemplated herebyhereunder or otherwise limit the right of Acquiror or its subsidiaries to own or operate all or any portion of the businesses or assets of Target or its subsidiaries. (e) Each of Acquiror and Target shall give or cause to be given any required notices to third parties, and use its reasonable best efforts to obtain all consents, waivers and approvals from third parties (i) necessary to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Target Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Target or Acquiror from occurring prior or after the Effective Time. In the event that Acquiror or Target shall fail to obtain any third party consent, waiver or approval described in this Section 5.2(e), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to divest itself minimize any adverse effect upon Acquiror and Target, their respective subsidiaries and their respective businesses resulting (or which could reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval. (f) Each of or hold separate any subsidiaryAcquiror and Target will, division or business unit that is material and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the business consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and its subsidiarieswill take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, taken as a wholeapproval, the divestiture order or holding separate of which would be reasonably likely to have a material adverse effect on (A) the businessauthorization of, propertiesor any registration, assetsdeclaration or filing with, liabilitiesany Governmental Entity or other person, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result obtained or made in connection with the taking of the Mergerany action contemplated by this Agreement.

Consents; Cooperation. (a) Each Subject to the terms and conditions herein provided, each of Parent and Company shall promptly apply for or otherwise seek, and the parties hereto agrees to use all reasonable efforts to obtain, all consents and approvals required take or cause to be obtained taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by it this Agreement, including using all reasonable efforts to do the following, (i) cooperate in the preparation and filing of any filings that may be required under the HSR Act and any filings under similar merger notification laws or regulations of foreign Governmental Entities; (ii) obtain consents of all third parties (including, without limitation, the consents of third parties under the items identified on Schedule 5.3 of the Target Disclosure Schedule) and Governmental Entities necessary, proper or advisable for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts transactions contemplated by this Agreement; (iii) contest any legal proceeding relating to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, or the transactions contemplated by this Agreement; and (iv) execute any additional instruments necessary to consummate the transactions contemplated hereby. If at any time after the Effective Time any further action is necessary to carry out the purposes of its material contracts in connection with this Agreement the Merger for the assignment thereof or otherwiseproper officers and directors of each party hereto shall take all such necessary action. The parties hereto will 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 HSR or any other federal Federal, State or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Merger Sub and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or and decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Merger Sub and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent either of Merger Sub and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Merger Sub and Company Target shall use all reasonable efforts short of litigation to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 8.5(a) or (b), (i) without the consent of Merger Sub, neither Parent Merger Sub nor Company any of its subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Merger Sub or on the Surviving Corporation after the Effective Time and (ii) without the consent of Merger Sub and Target, neither Target nor its subsidiaries shall be required to (A) divest prior to or after the businessEffective Time any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or to (B) take or agree to take any other action or agree to any limitation that would take effect prior to or after the benefits intended Effective Time and that could reasonably be expected to be derived as have a result of the MergerMaterial Adverse Effect on Target.

Consents; Cooperation. (a) Each of Parent Buyer and Company Seller shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Mergertransactions contemplated hereby, including those required under HSRthe HSR Act and any foreign antitrust laws, and shall use all reasonable efforts including submitting any such required filings or other request for approvals related to obtain all necessary consents, waivers and approvals under, or to deliver notice Antitrust Laws (as defined in 5.4(b) below) no later than four (4) business days after execution of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwisethis Agreement. The parties hereto will 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 the HSR Act or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Buyer and Company Seller shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity governmental entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Buyer and Company Seller shall cooperate and use all commercially reasonable efforts to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactionstransactions contemplated hereby, unless by mutual agreement Parent Buyer and Company Seller decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Buyer nor Company Seller shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, the six-month anniversary of the date hereof or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Buyer and Company Seller shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after filing the execution of this Agreementnotification and report form under the HSR Act. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, neither Parent nor Company (i) Buyer shall not be required to agreedivest any of its businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a Seller Material Adverse Effect after the Closing Date or a material adverse effect on Buyer, and (Aii) the businessSeller shall not be required to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerSeller Material Adverse Effect.

Consents; Cooperation. (a) Each of Parent and Company the Parties shall promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto Parties will 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 all proceedings under or relating to HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company the Parties shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws" and individually, an "Antitrust Law"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company the Parties shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company the Parties decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror and Acquisition Sub shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, December 15,1998 or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Acquiror or the Surviving Corporation, after the Effective Time, or (Aii) the businessTarget shall not be required to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Target.

Consents; Cooperation. (a) Each of Parent Buyer, Merger Sub and Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act or any other Regulatory Law or federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Buyer and Company shall use all its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, HSR Act and any all other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust applicable Regulatory Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Regulatory Law, each of Parent Buyer and Company shall cooperate and use all its commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Buyer and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Buyer nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionTermination Date. Each of Parent Buyer and Company shall use all its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust applicable Regulatory Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Buyer and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation, and substantially complying with any second request for information pursuant to the Regulatory Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Buyer nor Company any of its Subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Buyer or of Buyer combined with the Company after the Effective Time, and (Aii) the businessneither Company nor any of its Subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Company or of operations of such party and its subsidiaries, taken as a whole or (B) Company combined with the benefits intended to be derived as a result of Buyer after the MergerEffective Time.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals (including, without limitation, all consents and approvals required by United States and foreign governmental or regulatory agencies) required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one anotherwith, and consider in good faith provide the views of necessary information to, 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 HSR or any other federal federal, state or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, conditions or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Acquiror nor Company Target shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May September 30, 20012003, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyapproval, to accept any operational restriction or divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the or if such restriction, divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or result in a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.. 40

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.5(a) or Section 5.5(b), (i) neither Parent nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or of Parent combined with the Surviving Corporation after the Effective Time and (Aii) the businessneither Company nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the consent therefor or assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust LawsANTITRUST LAWS"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "OrderORDER"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (ia) May 30, 2001, sixty (60) days after the date of this Agreement or (iib) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyApproval, to divest itself of or hold separate any subsidiary, division or business unit that which is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (Aa) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (Bb) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise, except where the failure to obtain such consents under material contracts would not have a Material Adverse Effect on Target. The parties hereto will 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 HSR or any other federal federal, state or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned over turned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30April 15, 20011997, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated herebylimitation, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on (A) Acquiror or of Acquiror combined with the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) Surviving Corporation after the benefits intended to be derived as a result of the Merger.26

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals (including, without limitation, all consents and approvals required by United States and foreign governmental or regulatory agencies) required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one anotherwith, and consider in good faith provide the views of necessary information to, 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 HSR or any other federal federal, state or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Sxxxxxx Act, as amended, the Xxxxxxx Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an -45- "Order"), that is in effect and that prohibits, prevents prevents, conditions or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Acquiror nor Company Target shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30August 31, 20012002, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyapproval, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30March 31, 2001, 2000 or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyApproval, to divest itself of or hold separate any subsidiary, division or business unit that which is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals (including, without limitation, all consents and approvals required by United States and foreign governmental or regulatory agencies) required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one anotherwith, and consider in good faith provide the views of necessary information to, 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 HSR or any other federal federal, state or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Traxx Xxxxission Act, as amended, and any xxx xny other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, conditions or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Acquiror nor Company Target shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May September 30, 20012003, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyapproval, to accept any operational restriction or divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the or if such restriction, divestiture or holding separate of which would be reasonably likely to have a Material Adverse Effect on such party or result in a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent and the Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and transactions contemplated hereby. The Company shall use all reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent and the Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger transactions contemplated hereby or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor the Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and the Company shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, neither (i) Parent nor Company shall not be required to agreedivest any of its businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent and (Aii) the businessCompany shall not be required to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) Material Adverse Effect on the benefits intended to be derived as a result of the MergerCompany.

Consents; Cooperation. (a) Each of Parent and the Company shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSRthe HSR Act; provided, and however, that neither party shall be required to make any out-of-pocket expenditures (other than filing or similar fees) to any Governmental Entity or third party in connection therewith. The Company shall use all its commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and the Company shall use all its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all its commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor the Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 8.1(b)). Each of Parent and the Company shall use all its commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and the Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, (i) neither Parent nor Company any of it Subsidiaries shall be required to agreedivest any of their respective businesses, as product lines or assets, or the Company's or any of its Subsidiaries' respective businesses, product lines or assets or to qualify to do business in any jurisdiction in which it is not now so qualified, or to file a condition general consent to service of process under any applicable state laws, and (ii) without the prior written consent of Parent, neither the Company nor its Subsidiaries shall, or 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 required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition Company Material Adverse Effect or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerParent Material Adverse Effect.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding . Parent and Company also agree to take any and all of the foregoing, neither Parent nor Company shall be required following actions to agree, as a condition the extent necessary to any required obtain the approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.Governmental

Consents; Cooperation. (a) Each of Parent and the Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Mergertransactions contemplated hereby, including those required under HSR, the HSR Act and any applicable foreign antitrust laws. The Company shall use all reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 the HSR Act or any other federal or state applicable antitrust or fair trade Lawlaw. (b) Each of Parent and the Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger transactions contemplated hereby or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor the Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and the Company shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in this Agreement, neither (i) Parent nor Company shall not be required to agreedivest any of its businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent and (Aii) the businessCompany shall not be required to divest any of its businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) Material Adverse Effect on the benefits intended to be derived as a result of the MergerCompany.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those any required under HSR, and shall use all reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Each of Acquiror and Target further agrees to notify the other promptly of the receipt of any comments from any government officials for amendments or supplements to any filing or for additional information and will supply the other with copies of all correspondence between such company or any of its representatives, on the one hand, and the government officials, on the other hand, with respect to such filing in accordance with an appropriate confidentiality agreement between the parties. Whenever any event occurs which is required to be set forth in an amendment or supplement to any such filing, Acquiror or Target, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the government. (d) Notwithstanding anything to the foregoingcontrary in Section 5.5(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agree, as a condition to divest any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.their respective

Consents; Cooperation. Subject to the terms and conditions hereof, the Sellers will cause the Company to, and the Buyer will, use their respective commercially reasonable efforts: (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, prior to the earlier of the date required (if so required) or the Closing Date, all consents authorizations, consents, orders, permits or approvals of, or notices to, or filings, registrations or qualifications with, any governmental, administrative or judicial authority or any other Person that are required on their respective parts, including, without limitation, change in control applications and approvals required to be obtained by it notices under state law, and notices under the New Jersey Banking Act for the consummation of the Offer transactions contemplated by this Agreement; (b) to defend, consistent with applicable principles and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice requirements of the Merger as required bylaw, any lawsuit or other legal proceeding, whether judicial or administrative, whether brought derivatively or on behalf of its material contracts third persons (including Governmental Authorities) challenging this Agreement or the transactions contemplated hereby; (c) to furnish to each other such information and assistance as may reasonably be requested in connection with the Merger for the assignment thereof foregoing; (d) to take, or otherwise. The parties hereto will consult cause to be taken, all action and cooperate with one anotherto do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions regulations to consummate and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent and Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to make effective the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, Agreement; and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, e) if any administrative consent, approval or judicial other action of a Governmental Entity that is required for the satisfaction of a closing condition set forth in Sections 8 or proceeding 9 hereof has not been obtained by or before a date which is instituted (120 days from the date hereof, whichever of the Buyer or threatened the Sellers which is/are required to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Lawobtain such consent, each of Parent and Company shall cooperate and use all reasonable approval or other action, to employ its best efforts to contest and resist vigorously any obtain the consent of the appropriate Governmental Entity to close pending action by such action or proceeding and to have vacatedGovernmental Entity, liftedprovided, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order")however, that is nothing in effect and that prohibits, prevents or restricts consummation of this Section 7.3(e) shall require the Offer Buyer or the Merger or Sellers to take any such other transactions, unless action requested by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation a Governmental Entity which would reasonably be expected to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30significantly limit the ability of the Buyer, 2001or the Company or any of its Subsidiaries, to conduct their respective businesses, or (ii) significantly increase the cost to the Company or any of its Subsidiaries of conducting its respective businesses, in each case as such businesses are conducted on the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreementhereof. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May September 30, 2001, 2000 or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyApproval, to divest itself of or hold separate any subsidiary, division or business unit that which is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) significantly impair the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) 5.6.1 Each of Parent and Company shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, . Company and Parent shall each use all their respective reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its their respective material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) 5.6.2 Each of Parent and Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. 5.6.3 Notwithstanding anything to the contrary in Section 5.6(a) or (cb), (i) Notwithstanding Parent shall not be required to divest any of its or its subsidiaries' businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation where such divestiture or other action could reasonably be expected to have a Material Adverse Effect on Parent or of Surviving Corporation after the foregoingEffective Time, neither Parent nor and (ii) Company and its subsidiaries shall not 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 where such divestiture or other action could reasonably be expected to have a Company Material Adverse Effect. 5.6.4 Company shall use commercially reasonable efforts to furnish Parent, on or prior to the Closing Date, with evidence satisfactory to it of the consent or approval of those Persons whose consent or approval shall be required to agree, as a condition to any required approval of in connection with the Merger and under the transactions contemplated herebycontracts of Company set forth, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended required to be derived as a result of the Mergerset forth, on Schedule 2.25.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent Target nor Company Acquiror shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May November 30, 2001, 2000 or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyapproval, to divest itself of or hold separate any subsidiary, division or business unit that which is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Seller shall promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, transactions contemplated hereby and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger transactions contemplated hereby for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent the foregoing. Acquiror and Company Seller shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")Agreement. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Lawapplicable law or agreement, each of Parent and Company parties hereto shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger Acquisition or any such other transactions, unless by mutual agreement Parent and Company the parties hereto decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company The parties hereto shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the all applicable waiting or notice periods under HSR or other Antitrust Laws any and all applicable laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts Target's Material Contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30March 15, 2001, 2000 or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated herebyApproval, to divest itself of or hold separate any subsidiary, division or business unit that which is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror, MergerSub and Company Target shall promptly apply for or otherwise seek, and use all its commercially reasonable efforts to obtainpromptly (i) obtain from any Governmental Entity any consents, all consents and approvals licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by it for Acquiror, MergerSub or Target or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Offer transactions contemplated hereunder, and (ii) make or cooperate in the making of all necessary filings, and thereafter make or cooperate in the making of any other required submissions, with respect to this Agreement and the Merger, including those Merger required under HSR, the Securities Act and shall use all reasonable efforts to obtain all necessary consents, waivers the Exchange Act and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal applicable federal, state, local or state antitrust foreign laws or fair trade Lawby any Governmental Entity. (b) Each of Parent Acquiror, MergerSub and Company Target shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSRthe HSR Act, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror, MergerSub and Company Target shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding The parties hereto will consult and cooperate with one another, and consider in good faith the provisions 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 Antitrust Laws. (c) From the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened, action, proceeding or investigation by any Governmental Entity or any other person (i) May 30, 2001, challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the date consummation of a ruling preliminarily enjoining the Merger issued by a court or the transactions contemplated hereunder or otherwise limit the right of competent jurisdiction. Acquiror or its Subsidiaries to own or operate all or any portion of the businesses or assets of Target or any Target Subsidiaries. (d) Each of Parent Acquiror and Company Target shall give or cause to be given any required notices to third parties, and use all its commercially reasonable efforts to obtain all consents, waivers and approvals from third parties (i) necessary, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Target Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on Target or Acquiror from occurring prior to or after the Effective Time. In the event that Acquiror or Target shall fail to obtain any third-party consent, waiver or approval described in this Section 5.2(d), it shall use its commercially reasonable efforts, and shall take any such action as actions reasonably requested by the other party, to minimize any adverse effect on Acquiror and Target, their respective subsidiaries and their respective businesses resulting (or that could reasonably be expected to result after the Effective Time) from the failure to obtain such consent, waiver or approval. (e) Each of Acquiror and Target will, and will cause their respective Subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements that may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed on such other party in connection with the consummation of the transactions as promptly as possible after contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the execution other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person required to be obtained or made in connection with the taking of any action contemplated by this Agreement. (cf) Notwithstanding It is agreed that notwithstanding the foregoingundertakings of the parties under this Section 5.2, neither Parent nor Company Acquiror shall not be required to, and Target shall not without Acquiror's prior written consent, undertake any such action to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of attain such compliance or hold separate any subsidiary, division or business unit that is material consent to the extent it requires the modification of any Material Contract or any Acquiror Contract, the discontinuance of any line of business of such party either Acquiror or Target or the expenditure of amounts, when aggregated between the parties, in excess of $150,000 (exclusive of transaction expenses for this Agreement and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerSEC registration fees).

Consents; Cooperation. (a) Each of Parent 724 Solutions and Company Ezlogin shall promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Ezlogin shall use all its commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice under any of the Merger as required by, any of its material contracts listed on Schedule 2.31 hereof in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent 724 Solutions and Company Ezlogin shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent 724 Solutions and Company Ezlogin shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent 724 Solutions and Company Ezlogin decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent 724 Solutions and Company Ezlogin shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other applicable Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.5(a) or (b), neither Parent nor Company (i) 724 Solutions shall not be required to agreedivest any of its or its subsidiaries businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on (A) 724 Solutions or on the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) Surviving Corporation after the benefits intended to be derived as a result of the MergerEffective Time.

Consents; Cooperation. (a) Each of Parent Avant! and Company TMAI shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The Subject to compliance with applicable law governing the exchange of information, the parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Avant! and Company TMAI shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Avant! and Company TMAI shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Avant! and Company TMAI decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent TMAI nor Company Avant! shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30January 31, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement1998. (c) Notwithstanding anything to the foregoingcontrary in subsection (a) or (b) above, (i) neither Parent Avant! nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, limitation that could reasonably be expected to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.24

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30March 31, 20011998, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent Acquiror nor Company Target shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, agree to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect Material Adverse Effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the MergerMerger .

Consents; Cooperation. (a) Each of Parent Acquiror shall, and Company the Sellers shall cause Target to, promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer transactions contemplated hereby (including, without limitation, the consents and the Merger, including those required under HSRapprovals referred to in Section 6.1(d)), and shall use all commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger transactions contemplated hereby for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawthe foregoing. (b) Each of Parent Acquiror shall, and Company the Sellers shall cause Target to, use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")Agreement. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Lawapplicable law or agreement, Acquiror shall (and the Sellers shall cause Target and each of Parent and Company shall its subsidiaries to) cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger Closing or any such other transactions, unless by mutual agreement Parent Acquiror and Company a majority in interest of the Sellers decide that litigation is not in their respective best interests. Notwithstanding Acquiror shall, and the provisions of the immediately preceding sentenceSellers shall cause Target to, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.all applicable

Consents; Cooperation. (a) Each of Parent Genco and Company Buyer shall promptly apply for or otherwise seekcooperate, and use all reasonable efforts best efforts, to obtaintake, or cause to be taken, all consents actions, and approvals required to do, or cause to be obtained by it for the consummation of the Offer and the Merger, including those required under HSRdone, and shall use all reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult assist and cooperate with one anotherthe other party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including, but not limited to making all filings and obtaining all Approvals (including filing for and seeking approval of the PUC, unless and until it is finally determined that such Approval is not legally required) and third party consents necessary to consummate the transactions contemplated by this Agreement; provided, however, that, with respect to the foregoing, (i) such efforts shall not require Genco or Buyer or any of their respective subsidiaries to make any payment to obtain any such Approval or third-party consent, other than nominal transfer fees or filing fees and/or the costs and expenses of third parties pursuant to the terms of any Contract, (ii) except as required by Law, the Companies shall not be permitted to consent to any action or to make or offer to make any substantive commitment or undertaking or incur any liability or obligation with respect to the Companies without the consent of Buyer, which shall not be unreasonably withheld and (iii) without limiting the generality of the foregoing, the actions of Genco and Buyer with respect to filings, approvals and other matters (A) pursuant to the HSR Act and any local, state, federal (other than the HSR Act) or foreign antitrust statute, antitrust law, antitrust regulation or antitrust rule applicable to Genco, the Companies or Buyer, including the Federal Power Act and rules and regulations thereunder (“Other Regulations”) shall also be governed by subsections (b), (c), (d) and (e) of this Section 6.4 and (B) related to the NRC Approval shall also be governed by Section 6.5 hereof. Without limiting the generality of the foregoing and except as required to consummate the transaction contemplated hereby, Buyer will not, and consider agrees to cause its subsidiaries not to, take any action, including incurring any indebtedness, issuing any capital stock or acquiring (including by merger, consolidation or acquisition of stock of assets) or disposing of any assets or securities, in each case that would reasonably be expected to have an adverse effect on the receipt or timing of receipt of any Required Approval. In addition to the foregoing, the parties will work together in good faith to determine whether reasonably satisfactory steps can be implemented so that the views of one another, Approval referenced 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 HSR or any other federal or state antitrust or fair trade LawSection 7.1(e) is not required. (b) Each Genco and Buyer shall file with (i) the United States Federal Trade Commission (the “FTC”) and the United States Department of Parent Justice (the “DOJ”), the notification and Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to report form required for the transactions contemplated by this Agreement under HSR, and any supplemental information requested in connection with such notification and report form pursuant to the Xxxxxxx HSR Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and (ii) any other Federalapplicable Governmental Authority, state or foreign statutesall filings, rulesreports, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having information and documentation required for the purpose or effect consummation of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction the transactions contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all reasonable efforts pursuant to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionOther Regulations. Each of Parent Genco and Company Buyer shall furnish to each other’s counsel such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and Other Regulations. Each of Genco and Buyer shall consult with each other as to the appropriate time of making such filings and submissions and shall use all reasonable best efforts to take make such action as may be required to cause filings and submissions at the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreementagreed upon time. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it from any Governmental Entity for the consummation of the Offer and the Merger, including those any required under HSR, . Each of Company and Parent shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw or with respect to any state or federal law or regulation with respect to license, certificate of need, certification or participation in the Medicare or Medicaid program. Notwithstanding the foregoing, the taking of action by the Company in accordance with Section 5.3 hereof shall not constitute a violation of this Section 6.6. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Tradx Xxxxxssion Act, as amended, and any xxx xxy other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Termination Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 8.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. Notwithstanding anything to the contrary in this Section 5.7, neither Parent nor Company nor any of their respective subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the transactions contemplated hereby. (c) Notwithstanding anything to the foregoingcontrary in Section 6.6(a) or (b), neither Parent nor Company nor any of their subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on (A) Parent or Company or of Parent or Company combined with the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) Surviving Corporation after the benefits intended to be derived as a result of the MergerEffective Time.

Consents; Cooperation. (a) Each of Parent Buyer, Parent, Affiliate and Company Seller shall promptly apply for or otherwise seek, and use all commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer transactions contemplated hereby. Each of Parent, Affiliate and the Merger, including those required under HSR, and Seller shall use all its commercially reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice under any of the Merger as required by, any of its material contracts Material Contracts in connection with the Merger Acquisition for the assignment thereof or otherwise. Each of Parent, Affiliate and Seller shall use commercially reasonable efforts to obtain, on or prior to the Closing Date, the assignment, in substantially the form attached hereto as Exhibit B-1, of the contracts listed in ----------- Schedules 2.30 and 2.31 of the Seller Disclosure Schedule. Buyer shall cause -------------- ---- Cisco Systems Capital Corporation ("CSCC") to render its consent, in ---- substantially the form attached hereto as Exhibit B-2. The parties hereto will ----------- 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 HSR or any other federal or state antitrust or fair trade Lawthe foregoing. (b) Each of Parent Buyer, Parent, Affiliate and Company Seller shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")Agreement. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction transactions contemplated by this Agreement as violative of any Antitrust Lawapplicable law, each of Parent Buyer, Parent, Affiliate and Company Seller shall cooperate and use all commercially reasonable efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, ----- or restricts consummation of the Offer or the Merger Acquisition or any such other transactions, unless by mutual agreement Buyer, Parent and Company Seller decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company party shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, sixty (60) days after the date of this Agreement or (ii) the date of a ruling preliminarily enjoining the Merger Acquisition issued by a court of competent jurisdiction. Each of Buyer, Parent and Company Seller shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws the applicable laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.4(a) or (b), neither Parent nor Company (i) Buyer shall not be required to agreedivest any of its or its subsidiaries' businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Buyer after the Closing Date and (Aii) the businessSeller shall not be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Seller.

Consents; Cooperation. (a) Each of Parent and Company party shall promptly apply for or otherwise seekcooperate, and use all commercially reasonable efforts efforts, to obtaintake, 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 the Transactions as promptly as practicable, including making all filings and obtaining all Approvals and third-party consents necessary to consummate the Transactions; provided, however, that, with respect to the foregoing, (i) except as required by applicable Law or commitments under Contracts in effect as of the date hereof, the Contributors and the Contributed Entities may not consent to any action or to make or offer to make any material commitment or undertaking or incur any material liability or obligation with respect to the Contributed Entities without Dynegy’s consent, which shall not be unreasonably withheld, (ii) except as required by applicable Law or commitments under Contracts in effect as of the date hereof, Dynegy may not consent to any action or make or offer to make any material commitment or undertaking or incur any material liability or obligation with respect to any Dynegy Entity or the Contributed Entities (for periods after the Closing Date) without the Contributor’s consent, which shall not be unreasonably withheld and (iii) without limiting the generality of the foregoing, the actions of Dynegy, Contributors and the Contributed Entities and Dynegy with respect to filings, approvals and other matters pursuant to the FPA, and the HSR Act and any local, state, federal (other than the HSR Act) or, competition or premerger notification, trade regulation law, regulation or order or foreign antitrust statute, antitrust law, antitrust regulation or antitrust rule applicable to the Contributed Entities or Dynegy, and rules and regulations thereunder (“Other Regulations”) shall also be governed by Section 7.7(b)-(e). Without limiting the generality of the foregoing and except as required to consummate the Transactions, Dynegy will not, and agrees to cause its subsidiaries not to, take any action, including incurring any Debt, issuing any capital stock or acquiring (including by merger, consolidation or acquisition of stock or assets) or disposing of any assets or securities, in each case that would reasonably be obtained by it expected to have an adverse effect on the receipt or timing of receipt of any Required Approval. (b) The Contributors and Dynegy shall file with (i) 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 with such notification and report form pursuant to the HSR Act, (ii) the FERC, all necessary applications, notices, petitions and filings, to effect FERC approval (a) of the Transactions pursuant to Section 203 of the FPA and (b) of a change of status filing on behalf of Newco subsidiaries with market-based rate authority pursuant to 18 C.F.R. Section 35.27(c) and (iii) any other applicable Governmental Authority, all filings, reports, information and documentation required for the consummation of the Offer Transactions under the Other Regulations. The Contributors and Dynegy shall furnish to each other’s counsel such necessary information and reasonable assistance as the Mergerother party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, including those required under HSR, FPA and Other Regulations. The Contributors and Dynegy shall consult with each other as to the appropriate time of making such filings and submissions and shall use commercially reasonable efforts to make such filings and submissions at the agreed upon time. (c) The Contributors and Dynegy shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and other governmental or regulatory entities and shall comply promptly by responding to any such inquiry or request. (d) The Contributors and Dynegy shall use commercially reasonable efforts to vigorously defend, lift, mitigate and rescind the effect of any Action materially and adversely affecting this Agreement or the ability of the parties to consummate the transactions contemplated by this Agreement, including promptly appealing any adverse Order. (e) The Contributors and Dynegy shall take any and all steps necessary (other than the disposition of assets) to avoid or eliminate each and every impediment under the HSR Act and any Other Regulations that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible. (f) With respect to any agreements for which any required Approval or third-party consent is not obtained before the Closing Date, as applicable, the Contributors and Dynegy will each use commercially reasonable efforts to obtain all necessary consents, waivers any such consent or approval after such date until such consent or approval has been obtained. (g) The Contributors and approvals under, or to deliver notice Dynegy shall keep each other reasonably apprised of the Merger status of matters relating to the completion of the Transactions and shall promptly furnish the other with copies of all notices or other communications received by them or their Representatives from any third party and/or any Governmental Authorities with respect to the Transactions. The Contributors and Dynegy shall promptly furnish to each other such necessary information and reasonable assistance as required by, any of its material contracts the other may request in connection with the Merger foregoing and shall promptly provide counsel for the assignment thereof or otherwiseother with copies of all filings made by the other, and all correspondence between them and their subsidiaries (and their respective Representatives) with any Governmental Authority and any other information supplied by them (and their respective Representatives) to a Governmental Authority in connection herewith and the Transactions. The parties hereto will consult Contributors and cooperate with one anotherDynegy shall, subject to applicable Law, permit counsel for the other reasonable opportunity to review in advance, and consider in good faith the views of one anotherthe other in connection with, any proposed written communication by the other or any of its subsidiaries to any Governmental Authority. The Contributors and Dynegy agree not to participate, or to permit any of their respective subsidiaries to participate, in connection any substantive meeting or discussion, either in person or by telephone, with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Governmental Authority in connection herewith or the Transactions unless they consult with proceedings under or relating to HSR or any other federal or state antitrust or fair trade Law. (b) Each of Parent and Company shall use all reasonable efforts to resolve such objectionsthe others in advance and, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated extent not prohibited by this Agreement under HSRsuch Governmental Authority, give the Xxxxxxx Act, as amended, others and their counsel the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, opportunity to attend and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all reasonable efforts to contest and resist vigorously 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 (each an "Order"), that is in effect and that prohibits, prevents or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent and Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreementparticipate. (c) Notwithstanding the foregoing, neither Parent nor Company shall be required to agree, as a condition to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the Merger.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federalfederal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30January 31, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction2000. Each of Parent Acquiror and Company Target shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. The Acquiror and Target also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. Notwithstanding anything to the contrary in this Section 5.6, neither the Acquiror nor Target shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the transactions contemplated hereby. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (Aii) the businessneither Target nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Target.

Consents; Cooperation. (a) Each of Parent Acquiror and Company Target shall promptly apply for or otherwise seek, and use all reasonable its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and shall use all its reasonable efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise, except where the failure to obtain such consents under material contracts would not have a Material Adverse Effect on Target. The parties hereto will 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 HSR or any other federal federal, state or state foreign antitrust or fair trade Lawlaw. (b) Each of Parent Acquiror and Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and Company Target shall cooperate and use all reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned over turned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent Acquiror and Company Target decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company Acquiror shall have any no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) May 30April 15, 20011997, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdiction. Each of Parent Acquiror and Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the foregoingcontrary in Section 5.6(a) or (b), (i) neither Parent Acquiror nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated herebylimitation, to divest itself of or hold separate any subsidiary, division or business unit that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (Aii) the businessneither Target nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilitiesor to take or agree to take any other action or agree to any limitation, financial condition or results of operations of such party and its subsidiaries, taken as that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Target.

Consents; Cooperation. (a) Each of Parent and Company shall promptly apply for or otherwise seek, and use all its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Offer and the Merger, including those required under HSR, and . Company shall use all its reasonable best efforts to obtain all necessary consents, waivers and approvals under, or to deliver notice of the Merger as required by, under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will 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 HSR or any other federal or state antitrust or fair trade Lawlaw. (b) Each of Parent and Company shall use all its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Act, as amendedaxxxxxx, and any other Federal, state xxxxx or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and Company shall cooperate and use all its reasonable best efforts vigorously to contest and resist vigorously any such action or proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each each, an "“Order"”), that is in effect and that prohibits, prevents prevents, or restricts consummation of the Offer or the Merger or any such other transactions, unless by mutual agreement Parent and Company decide that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Parent nor Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of Final Date (i) May 30, 2001, or (ii) the date of a ruling preliminarily enjoining the Merger issued by a court of competent jurisdictionas defined in Section 7.1(b)). Each of Parent and Company shall use all its reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Parent and Company also agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby: entering into negotiations; providing information required by law or governmental regulation; and substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the foregoingcontrary in Section 5.5(a) or Section 5.5(b), (i) neither Parent nor Company any of it subsidiaries shall be required to agreedivest any of their respective businesses, as a condition product lines or assets, or to take or agree to take any other action or agree to any required approval of the Merger and the transactions contemplated hereby, to divest itself of or hold separate any subsidiary, division or business unit limitation that is material to the business of such party and its subsidiaries, taken as a whole, the divestiture or holding separate of which would could reasonably be reasonably likely expected to have a material adverse effect Material Adverse Effect on Parent or of Parent combined with the Surviving Corporation after the Effective Time and (Aii) the businessneither Company nor its subsidiaries shall be required to divest any of their respective businesses, properties, product lines or assets, liabilities, financial condition or results of operations of such party and its subsidiaries, taken as to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a whole or (B) the benefits intended to be derived as a result of the MergerMaterial Adverse Effect on Company.