Common use of Consents; Cooperation Clause in Contracts

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and the Company will--------------------- shall promptly apply for or otherwise seek, --------------------- and will cause their respective subsidiaries touse its best efforts to obtain, take all consents and approvals required to be obtained by it for the consummation of the Merger, and shall use commercially reasonable actions efforts to obtain all necessary consents, waivers and approvals under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The failure of the Company and the Shareholders to comply promptly with all legal requirements which may be imposed on them obtain consents or approvals to the transactions contemplated hereby with respect to the consummation agreements listed on Section 6.3 of the Company Disclosure Schedule (the "Listed Agreements") shall ----------------- not constitute a breach of any of the Company's or the Shareholders' representations, warranties, covenants and agreements (including, but not limited to, for purposes of the indemnification provisions of Article IX) set forth in this Agreement, and such consents or approvals shall not be a condition to the obligations of Parent and Merger Sub under Section 7.2(e). Each of the Company and the Shareholders hereby represent and warrant to Parent and Merger Sub that the failure of the Company to obtain any consents with respect to the Listed Agreements, individually or taken as a whole, would not have a Material Adverse Effect on the Company. The failure to obtain consents or approvals to 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party hereby with respect to obtaining the agreements set forth in Section 3.3(b) of the Company Disclosure Statement, other than the Listed Agreements, is only a closing condition, which will be satisfied or waived at the closing; however, under no circumstances shall the failure to obtain such permitsconsents with respect to such agreements, consentsother than the Listed Agreements, approvals and authorizations. Each constitute a breach of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entitythe Company's representations, covenants and agreements (including, but not limited to, for purposes of the indemnification provisions of Article IX) set forth in this Agreement.

Consents; Cooperation. (a) Each of ParentPurchaser and the Company shall promptly apply for or otherwise seek, Merger Sub and use its and their reasonable best efforts to obtain, all consents and approvals required to be obtained for the consummation of the transactions contemplated hereby, including those required under the HSR Act and any applicable foreign antitrust laws. The Company willand each Company Subsidiary shall use their reasonable best efforts to obtain all necessary consents, --------------------- waivers and approvals under any of the Company's and any of the Company Subsidiaries' material contracts for the assignment thereof or otherwise. The parties hereto will promptly inform the other of any material communication with any Governmental Entity and will cause their respective subsidiaries toconsult and cooperate with one another, take 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 applicable antitrust or fair trade law. No party shall participate in any meeting with any Governmental Entity in connection with proceedings under or relating to the HSR Act or any other applicable antitrust or fair trade law without giving the other party the opportunity to attend and participate, to the extent permitted by such Governmental Entity. (b) Each of Purchaser and the Company shall use all reasonable actions necessary efforts to comply promptly with all legal requirements which take such action as may be imposed on them required to cause the expiration of the notice periods under the HSR Act or any other United States 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") with respect to the consummation transactions governed by this Agreement as promptly as possible after the execution of this Agreement. Until the expiration of such waiting periods, each of Purchaser and the Company shall use all reasonable efforts to resolve any objections as may be asserted under the Antitrust Laws by any Governmental Entity, with respect to such transactions. For the avoidance of doubt, (i) "reasonable efforts" as used in the prior sentence shall not be deemed to include any actions which would adversely impact, materially or otherwise, the business of either Purchaser or the Company or any Company Subsidiary and (ii) nothing in this Section 7.4(b) shall be deemed to limit the rights of Purchaser or the Company under Section 9.1. Subject to foregoing, neither the Company nor Purchaser shall have any other obligations to resolve such objections, if any, as may be asserted under the Antitrust Laws by any Governmental Entity with respect to the transactions contemplated by this Agreement. It is expressly understood and agreed that neither Purchaser nor the Company shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent. (c) The Company and the Company Subsidiaries shall use commercially reasonable efforts to obtain all necessary consents, waivers and approvals under the (1) End User Software License Agreement between Seagate Removable Storage Solutions LLC ("SRSS") and Synopsys, Inc., October 25, 2001 and (2) Software License Agreement between Certance LLC and Cadence Design Systems, July 2004 for the assignment thereof to Surviving Corporation; provided, that the Company shall not make any payments in connection with obtaining such consent without the prior approval of Purchaser. (d) From time to time, at any party's reasonable request and without further consideration, the other party will perform such further acts and execute and deliver such additional documents as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and will promptly cooperate with and furnish information the Ancillary Agreements. (e) Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall be deemed to require Purchaser, the Company, any Company Subsidiary or any affiliate thereof to agree 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 divestiture by this Agreement or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party itself or any of its subsidiaries affiliates of shares of capital stock or of any business, product line, assets or property, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise unfettered control of such product line, assets, properties and stock. The Principal Stockholder, the Company and the Company Subsidiaries' shall not take or agree to take any third party or Governmental Entityaction identified in the immediately preceding sentence without the prior written consent of Purchaser.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, including those required under HSR, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) 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 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 its subsidiaries. (c) 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, 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 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(c), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (d) 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Subject to the other provisions of this Agreement, each of the parties shall cooperate and use its commercially reasonable efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain all consents and all regulatory approvals, to consummate and make effective the transactions contemplated by this Agreement and to satisfy all conditions to their respective obligations under this Agreement, in accordance with the terms of this Agreement and will cooperate fully with each other and their respective officers, directors, employees, agents, counsel, accountants and other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including: (a) Each of Parent, Merger Sub the parties promptly will make their respective filings and Company will, --------------------- submissions and will cause their respective subsidiaries to, take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Entity with jurisdiction over the transactions contemplated by this Agreement (except that no party shall have any obligation to take or consent to the taking of any action required by any such Governmental Entity that could have a material adverse effect on the economic and financial benefits of the transactions contemplated by this Agreement). Each of the parties will furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. (b) In the event any Action by any Governmental Entity or other Person is commenced which questions the validity or legality of the transactions contemplated by this Agreement or by the Ancillary Agreements or seeks Damages in connection therewith, the parties agree to cooperate and use all commercially reasonable actions necessary efforts to comply promptly with defend against such Action and, if an injunction or other order is issued in any such Action, to use all legal requirements which may be imposed on them with respect commercially reasonable efforts to have such injunction or other order lifted and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement Agreement. (c) The Seller will give any notices to third parties and will promptly cooperate with and furnish information use commercially reasonable efforts to obtain any third party hereto necessary consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) disclosed or required to be disclosed in connection with Section 2.3 of the Seller Disclosure Schedule or (iii) required to avoid a breach of or default under any such requirements imposed upon such other party Contracts in connection with the consummation of the transactions contemplated by this Agreement. (d) Each party shall give prompt notice, in writing, to the other party or parties of (i) the occurrence, or failure to occur, of any event which occurrence or failure causes any representation or warranty of the Seller, the Buyer or the Parent, as the case may be, contained in this Agreement to be untrue or inaccurate at any Ancillary time from the date hereof to the Closing Date or that results in the failure to satisfy any of the conditions specified in Article V of this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtainingii) any consentfailure of the Seller or the Buyer, approvalas the case may be, order to comply with or authorization ofsatisfy any material covenant, condition or agreement to be complied with or satisfied by any registrationof them under this Agreement (each, declaration a "Pre-Closing Notice" and, collectively, the "Pre-Closing Notices"). Any Pre-Closing Notice (x) shall specify in reasonable detail the nature of the events in respect of which such Pre-Closing Notice is being delivered and (y) if such event involves an inaccurate or filing withuntrue representation or warranty of the Seller or the Members that does not arise from or relate to breaches by the Seller or the Members of any of their respective representations, any Governmental Entity warranties, covenants or other person, required to be obtained or made in connection with the taking of any action contemplated by agreements under this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advanceset forth, and to the extent practicable reasonably practicable, a reasonable estimate of the Damages that would reasonably be expected to arise from such inaccurate or untrue representation or warranty for which the Buyer Parties would be entitled to indemnification under Article VII were the Closing to occur and such inaccuracy were not cured prior to the Closing (the "Estimated Damages"). (e) In the event that, within 5 Business Days after the Closing Date, each will consult with of the other as to, in each case subject Seller's insurance carriers MetLife and Blue Cross and Blue Shield of Illinois shall not have consented to applicable laws the assignment by the Seller to the Buyer of all insurance policies relating to the exchange of information, all Employee Plans for which it is the carrier (the "Health Plan Policies") effective as of the information Closing Date, the parties shall enter into a Transition and Services Agreement (the "Transition and Services Agreement") containing customary terms, conditions and covenants effective as of the Closing Date, pursuant to which will appear the Seller shall, at the Buyer's expense, provide coverage to Transferred Employees under the Seller's existing welfare benefit plans during the period beginning on the Closing Date and ending on December 31, 2004, unless terminated earlier in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection accordance with the transactions contemplated by this Agreement. In the 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. Parent Transition and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Services Agreement, whereupon such Transferred Employees shall be entitled to participate in the Buyer's welfare benefit plans on a comparable basis to similarly situated Buyer employees. The Seller agrees that until the earlier of (x) the date on which each of MetLife and Blue Cross and Blue Shield of Illinois have consented to consult with the other party with respect assignment by the Seller to obtaining such permitsBuyer of the Health Plan Policies, consentsand (y) the date of the Transition and Services Agreement, approvals and authorizations. Each the Seller shall, at the Buyer's expense, take all necessary actions to maintain the Health Plan Policies for the benefit of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental EntityBuyer.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and will cause their respective subsidiaries Subsidiaries to, take all reasonable actions necessary to comply 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries Subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, including without limitation the OTS, the NASD (the "NASD Approval") and any applicable state approval ("State Approval") and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiariesSubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries Subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) 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, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the 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 4.2(b), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (c) 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) 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 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 its subsidiaries. (c) 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, 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 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(c), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (d) 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of Parent, Merger Sub Exchangeco, Callco and the Company shall use its reasonable commercial efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent, Exchangeco, Callco or any of their subsidiaries or the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Purchase required under the Securities Act and the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Notwithstanding anything to the contrary in Section 7.2(a), (i) neither Parent nor any of it subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Parent or of Parent combined with the Company after the Closing or (ii) neither the Company nor its Subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Company. (c) From the date of this Agreement until the earlier of the Closing 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 Purchase or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the businesses or assets of the Company or its subsidiaries. (d) Each of Parent and the Company shall give or cause to be given any required notices to third parties, and use its reasonable commercial 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 Company Disclosure Schedule or the Parent Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring prior or after the Closing. In the event that Parent or the Company shall fail to obtain any third party consent, waiver or approval described in this Section 7.2(d), it shall use its reasonable commercial efforts, and shall take any such actions reasonably requested by the other party, to minimize any adverse effect upon Parent and the Company, their respective subsidiaries and their respective businesses resulting (or which could reasonably be expected to result after the Closing) from the failure to obtain such consent, waiver or approval. (e) Each of Parent and the Company will, --------------------- and Parent will cause their respective its subsidiaries to, take all reasonable actions necessary to comply 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of the Parent, Merger Sub the --------------------- Sellers and Company willthe Buyer shall, --------------------- and will the Parent and the Sellers shall cause each of the Companies and their respective subsidiaries Subsidiaries to, take all reasonable actions necessary to comply 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advancecooperate, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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 commercially reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentationefforts, to effect make all filings and to obtain all licenses, permits, consents, approvals approvals, authorizations, qualifications and authorizations orders of all governmental authorities and other third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, including under the H-S-R Act, the Exon-Xxxxxx Provisions and the NISPOM. In addition to consult the foregoing, the Parent shall obtain a release of any Liens on the Shares and the shares of capital stock of the Companies' respective Subsidiaries as well as a release of any Liens on the Intellectual Property assets of the Companies and their Subsidiaries. In addition to the foregoing, the Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as the Buyer may deem reasonably necessary to acquire the approval of any third party whose consent or approval is sought hereunder. (b) To the extent permitted by applicable law, including applicable national security regulations and restrictions and regulations pertaining to classified information, each of the parties hereto shall, in connection with the efforts referenced in Section 4.3(a) to obtain all requisite authorizations and approvals for the consummation of the Stock Purchase, use its commercially reasonable efforts to (i) keep the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon requestparties, to furnish the other extent authorized by applicable national security regulations, informed in all material respects of any material communication received by such party with all information concerning itselffrom, its subsidiariesor given by such party to, directors, officers any governmental or regulatory authority and shareholders and such other matters as may be reasonably necessary of any material communication received or advisable given in connection with any filingproceeding by a private party, notice in each case regarding the Stock Purchase and (ii) permit the other parties, to the extent authorized by national security regulations, to review any material communication given by it to, and consult with each other in advance of any meeting or application made conference with, any governmental or regulatory authority or, in connection with any proceeding by or on behalf of a private party, with any other person, give the other parties the opportunity to attend and participate in such other party or any of its subsidiaries to any third party or Governmental Entitymeetings and conferences.

Consents; Cooperation. (a) Each of Parentthe Sellers and the Buyer shall cooperate, Merger Sub and Company willuse its commercially reasonable efforts, --------------------- to make all filings and will cause their respective subsidiaries toobtain all licenses, take all reasonable actions permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and other third parties necessary to comply promptly in connection with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement Agreement. (b) The Sellers and will promptly cooperate with and furnish information to any party hereto necessary in connection the Buyer shall file with any such requirements imposed upon such other party applicable Governmental Entity, all filings, reports, information and documentation required in connection with the consummation of the transactions contemplated by this Agreement. The Sellers and the Buyer shall furnish to each other’s counsel such necessary information and reasonable assistance as the other party may request in connection with its preparation of any such filing or submission. The Sellers and the Buyer 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 in observance of any requirements as to time of filing under applicable Law. The Sellers and the Buyer acknowledge and agree that, within seven days after the Closing, they will each file with the applicable Argentine Governmental Entities the filings required under the Argentine Antitrust Regulations. Each of the Sellers and the Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in order to effect such filings in a timely manner. (c) The Sellers and the Buyer shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, Governmental Entities and shall comply promptly with any such inquiry or request. (d) The Sellers and the Buyer shall use their commercially reasonable efforts to vigorously defend, lift, mitigate and rescind the effect of any litigation or administrative proceeding adversely affecting this Agreement or the transactions contemplated by this Agreement, including promptly appealing any Ancillary Agreement adverse court or administrative order or injunction. (e) Notwithstanding the foregoing, prior to the Closing, without the prior written consent of PII, the Buyer shall not, and will take all reasonable actions necessary shall cause its affiliates not to, make any filing with, or seek to obtain (and will cooperate with the other parties hereto in obtaining) any license, permit, consent, approval, authorization, qualification or 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 or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each (a) As promptly as possible after execution of Parentthe Agreement, Merger Sub the Company and Company willBuyer shall cooperate, --------------------- and will cause their respective subsidiaries toeach shall use its commercially reasonable efforts, take to make all reasonable actions filings and obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and other third parties necessary to comply promptly with all legal requirements which may be imposed on them consummate the transactions contemplated by this Agreement; provided, however, that, notwithstanding the foregoing, the actions of the Company 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 5.03. (b) The Company and Buyer shall (i) file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”), no later than the second Business Day after the date of this Agreement, the notification and report forms required for the transactions contemplated by this Agreement and any supplemental information required in connection with such notification and report form pursuant to the HSR Act, and (ii) file with any other applicable Governmental Authority, as promptly as practicable after the date of this Agreement, all filings, reports, information and documentation required for the consummation of the transactions contemplated by this Agreement pursuant to the Other Antitrust Regulations. The Company and will promptly cooperate with Buyer shall furnish to each other’s counsel such necessary information and furnish information to any reasonable assistance as the other party hereto necessary may request in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement 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 its preparation of any action contemplated by this Agreement filing or any Ancillary Agreement, including without limitation submission that is necessary under the HSR ActAct and Other Antitrust Regulations. Parent The Company and Company Buyer shall have consult with each other as to the right appropriate time of making such filings (consistent with the provisions of this 5.03(b)) and submissions and shall use commercially reasonable efforts to make such filings and submissions at the agreed upon time. Each party shall, subject to applicable law, permit counsel for the other party to review in advance, and to consider in good faith the extent practicable each will consult with views of the other as to, party in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made connection with, or any proposed written materials submitted to, communication to any third party or Governmental Entity Authority in connection with the transactions contemplated hereby other than those communications that are subject to attorney-client privilege. The parties agree not to participate, or to permit their subsidiaries or representatives to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated hereby unless such party consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. Each of the parties shall promptly furnish to the other such necessary information and reasonable assistance as the other party may request in connection with the foregoing. The parties hereto shall use their respective commercially reasonable efforts to obtain any clearance under the HSR Act or authorization of any Governmental Authority under United States or foreign antitrust or competition laws, necessary in connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. Buyer will pay all filing fees with respect to any filings made under the HSR Act in connection with this Agreement. (c) The Company and Buyer shall keep each other apprised in a prompt manner of the status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and other Governmental Authorities and shall comply promptly with any such inquiry or request. In Neither the event an injunction Company nor Buyer shall extend any waiting period or comparable period under the HSR Act or Other Antitrust Regulations or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other order parties hereto. (d) The Company and Buyer shall have been issued which preventscooperate with each other and exercise commercially reasonable efforts to satisfy the condition set forth in Section 6.01(c) of this Agreement; provided, alters however, that nothing contained in this Agreement or delays otherwise shall require Buyer to do any of the following: (i) divest or hold separate any material assets of Buyer or the Company (assuming the consummation of the Merger), (ii) agree not to compete in any geographic area or line of business, (iii) restrict the manner in which, or whether, Buyer or the Company (assuming the consummation of the Merger) may carry on business, (iv) commence any action, suit or proceeding, or litigate or defend any action, suit, investigation or proceeding questioning the validity or legality of 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement under the Transaction Documents, (v) expend an unreasonable amount of time or any Ancillary Agreementeffort, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each or (vi) incur an unreasonable amount of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary costs or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entityexpenses.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and Seller will cause their respective subsidiaries to, take use its reasonable commercial efforts prior to the Closing to obtain all reasonable actions necessary to comply promptly with all legal requirements which consents that may be imposed on them required from third parties with respect to the consummation Assumed Contracts and Leases and any of the transactions contemplated by this Agreement other Purchased Property and will promptly Purchaser shall 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Acttherewith. Parent and Company Purchaser shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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 diligently pursue the issuance or transfer of any of the governmental licenses or permits required for Purchaser to operate the Business following the Closing, and Seller agrees to provide reasonable cooperation and assistance to Purchaser in obtaining such injunction licenses and permits. Notwithstanding the foregoing, (i) neither party will be required to pay or commit to pay any amount to (or incur any liability or obligation to) a person or entity from whom or which a consent may be required (other than payment by Seller of past due amounts under Assumed Contracts and Leases or past due taxes, or payment by Purchaser of any fees or other order lifted. Parent costs imposed by governmental authorities with respect to licenses and Company permits, or transfer fees, if any, required by the express terms of any Assumed Contracts and their respective subsidiaries Leases) or otherwise enter into or modify any agreement with such person or entity that involves any cost, liability or obligation; provided that if a required consent for Purchaser’s assumption of any Assumed Contracts and Leases is not obtained by the Closing, at Purchaser’s election and upon written notice to Seller, such Assumed Contracts and Leases shall cooperate not be assumed by Purchaser and use shall remain an obligation of Seller, and (ii) to the extent that the governmental licenses or permits required for Purchaser to operate the Business following the Closing cannot be obtained by Purchaser or its affiliates prior to Closing after exercising their respective reasonable best efforts to prepare all documentationobtain same, if permitted by applicable law, Seller and Purchaser agree at Closing to effect all filings enter into a transition period sublease or similar arrangement in customary and mutually acceptable form for the continued operation of the Business by Seller or its affiliates, as applicable, until the license is obtained. Each of the parties have independently determined, based upon the advice of their own respective counsel, that the pre-merger filing requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), do not apply to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated under this Agreement. Seller will be responsible for any obligations under any contracts or leases not assumed by Purchaser, including those not listed in Schedule 1.1 (a) and Purchaser elects not to assume due to failure to obtain consents prior to Closing under this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental EntitySection 4.7.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its commercially reasonable efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, including those required under HSR, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Each of Acquiror and Target shall use 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 Sherxxx Xxx, as amended, the Clayxxx 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 Acquiror and Target shall cooperate and use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any such other transactions, unless by mutual agreement Acquiror and 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 Acquiror shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond September 30, 2000. Each of Acquiror and Target shall use 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 contrary in Section 5.2(a) or (b), (i) neither Acquiror nor any of it subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Acquiror and its subsidiaries, taken as a whole, before or after the Effective Time or (ii) neither Target, Pilot nor any Subsidiary shall be required to divest any of its 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, Pilot and the Subsidiaries, taken as a whole. (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 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, Pilot or any Subsidiary. (e) Each of Acquiror and Target shall give or cause to be given any required notices to third parties, and use 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 Letter or the Acquiror Disclosure Letter, or (iii) required to prevent a Material Adverse Effect on Target, Pilot and the Subsidiaries, taken as a whole, or on Acquiror and its subsidiaries, taken as a whole, 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 commercially reasonable efforts, and shall take any such actions reasonably requested by the other party, to 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 Acquiror and Target will, --------------------- and will cause their respective subsidiaries to, take all commercially reasonable actions necessary to comply 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 or any Ancillary Agreement and will take all commercially 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- and Seller will cause their respective subsidiaries to, take use its reasonable good faith efforts prior to the Closing to obtain all reasonable actions necessary to comply promptly with all legal requirements which consents that may be imposed on them required from third parties with respect to the consummation Assumed Contracts and Leases and any 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 Purchased Property (other than transfer of the transactions contemplated by this Agreement or any Ancillary Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consentmotor vehicle licenses, 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 or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advanceregistrations, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreementtags) and Purchaser shall cooperate therewith. In the event an injunction Purchaser desires any changes or other order modifications with regard to any of the Assumed Contacts or Leases, then Purchaser upon written notice to Seller shall have been issued which prevents, alters or delays the Merger or assume all responsibility for negotiating such modifications and obtaining any other transaction contemplated hereby, each party agrees to required consents in connection therewith. Purchaser shall use its reasonable best efforts to have diligently pursue the issuance or transfer of any of the governmental licenses or permits required for Purchaser to operate the Business following the Closing, and Seller agrees to provide reasonable cooperation and assistance to Purchaser in obtaining such injunction licenses and permits. Notwithstanding the foregoing, (i) neither party will be required to pay or commit to pay any amount to (or incur any liability or obligation to) a person or entity from whom or which a consent may be required (other than payment by Seller of past due amounts under Assumed Contracts and Leases or past due taxes, or payment by Purchaser of any fees or other order lifted. Parent costs imposed by governmental authorities with respect to licenses and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consentsor transfer fees, approvals if any, required by the express terms of any Assumed Contracts and authorizations Leases) or otherwise enter into or modify any agreement with such person or entity that involves any cost, liability or obligation, and (ii) to the extent Purchaser determines, in its sole discretion, that the governmental licenses or permits required for the Purchaser or its designee to operate the Business following the Closing will not be obtained by Purchaser or its designee prior to Closing, Seller agrees to proceed to Closing and enter into a Transition Period Sublease (as defined herein) with Purchaser for the continued operation of the Business by Seller or its affiliates, as applicable, until Purchaser or its designee obtains such licenses and permits, and (iii) to the extent Purchaser has not obtained governmental licenses or permits required for the Purchaser or its designee to operate the Business following the Closing within ninety (90) days of the expiration of the Due Diligence Period, Seller and Purchaser agree to proceed to Closing and in connection therewith enter into a Transition Period Sublease for the continued operation of the Business by Seller or its affiliates, as applicable, until Purchaser or its designee obtains such licenses and permits, provided the term thereof shall not exceed the Post-Closing Management Agreement with the Post-Closing Manager for the relevant Facilities and provided such Transition Sublease is permitted by law for all third of the Business operations of each Facility. Each of the parties and Governmental Entities necessary have independently determined, based upon the advice of their own respective counsel, that the pre-merger filing requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), do not apply to consummate the transactions contemplated by under this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall promptly after the execution of this Agreement apply for or otherwise seek, and use its commercially reasonable efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the transactions contemplated hereunder. Without limiting the generality or effect of the foregoing, each of Acquiror and Target shall, as soon as practicable, and in any event no later than ten (10) business days after the date hereof, make any initial filings under the HSR Act. (b) Each of Acquiror and Target shall use all reasonable efforts to resolve promptly 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 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 and Target 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 Mergers or any such other transactions contemplated by this Agreement, unless by mutual agreement Acquiror and 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 Acquiror shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the Termination Date. Each of Acquiror and 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. Acquiror and Target shall 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: (i) entering into negotiations; (ii) providing information required by law or governmental regulation; and (iii) substantially complying with any second request for information pursuant to the Antitrust Laws. (c) Notwithstanding anything to the contrary in Section 5.4(a) or (b), (i) neither Acquiror nor any of it subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would have a Material Adverse Effect on Acquiror or any material subsidiary of Acquiror or on Acquiror combined with the Surviving Company after the Step Two Merger Sub Effective Time, and Company (ii) neither Target nor any of its subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would have a Material Adverse Effect on Target or any Material Subsidiary. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article Seven 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 hereunder 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 or any of its subsidiaries. (e) Target shall give or cause to be given any notices to third parties required to be given pursuant to any Material Contract to which it or any of its subsidiaries is a party as a result of this Agreement or any of the transactions contemplated hereby. Target shall use its commercially reasonable efforts to obtain prior to the Closing, and deliver to Acquiror at or prior to the Closing, all consents, waivers and approvals under each Material Contract to which it or any of its subsidiaries is a party or by which it is bound, in form and substance reasonably acceptable to Acquiror. In the event that Target shall fail to obtain any third party consent, waiver or approval described in this Section 5.4(e), it shall use its reasonable efforts, and shall take any such actions reasonably requested by Acquiror, to 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 approval unless such payment is provided for in the applicable contract as in effect on the date hereof (or the date of execution of such contract if subsequent to the date of this Agreement). (f) 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 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 or any Ancillary Agreement 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 personPerson, required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentParents and Buyer shall cooperate, and use commercially reasonable efforts, to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party 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 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 Parents, Merger Sub, the Companies, 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) Parents, Merger Sub and Company will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary the Companies shall not be permitted to comply promptly with all legal requirements which may be imposed on them 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) that, notwithstanding the foregoing, the actions of Parents, Merger Sub, the Companies 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 Parents, the Companies or Buyer ("OTHER ANTITRUST REGULATIONS") shall be governed by subsections (b), (c), (d) and (e) of this Section 6.3 and (B) related to the NRC Approval shall be governed by Section 6.12 hereof. (b) CenterPoint and Buyer 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 contemplated by this Agreement and any supplemental information requested in connection with such notification and report form pursuant to the HSR Act, and (ii) any other applicable Governmental Authority, all filings, reports, information and documentation required for the consummation of the transactions contemplated by this Agreement pursuant to the Other Antitrust Regulations. Each of CenterPoint and will promptly cooperate with Buyer shall furnish to each other's counsel such necessary information and furnish information to any reasonable assistance as the other party hereto necessary may reasonably request in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement 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 its preparation of any action contemplated by this Agreement filing or any Ancillary Agreement, including without limitation submission that is necessary under the HSR Act. Parent Act and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizationsOther Antitrust Regulations. Each of Parent CenterPoint and Company agrees, Buyer 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 request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entitytime.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, including those required under HSR, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Each of Acquiror and 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 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 and Target shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any such other transactions, unless by mutual agreement Acquiror and 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 Acquiror shall have no obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond December 31, 2009. Each of Acquiror and 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 contrary in Section 6.2(a) or (b), (i) neither Acquiror nor any of it subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (ii) neither Target nor its Subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on 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 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 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, 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 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 6.2(e), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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 Acquiror and Target will, --------------------- 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentAcquiror, Target and Stockholders' Representative shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, including those required under HSR, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Each of Acquiror, Target and Stockholders' Representative 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, 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 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 4.2(b), it, or in the case of the Target, the Stockholders' Representative, shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (c) Each of Acquiror, Target and Stockholders' Representative will, --------------------- 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and Company will, --------------------- 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 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 or any Ancillary Agreement 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, person required to be obtained or made in connection with the taking of any action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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 Parent and Company and their respective subsidiaries shall cooperate and use their respective its reasonable best efforts to prepare obtain all documentationnecessary consents, waivers and approvals under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. As soon as practicable, Parent and Company shall file all necessary forms and take all necessary actions, and thereafter shall use its reasonable best efforts, to effect file any required notice or application regarding the change of control or ownership of Company and its subsidiaries from the NASD and any applicable state and all filings and to obtain all other notices, licenses, permits, consents, approvals approvals, authorizations, qualifications and authorizations orders of all third parties and Governmental Entities necessary and parties to consummate contracts, agreements, licenses or other instruments relating to the transactions contemplated by this Agreement or any Ancillary Agreement, and business as may be required in order to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each enable each of Parent and Company agreesCompany, upon requestrespectively, to furnish perform its obligations hereunder and so as to permit the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries Closing to any third party or Governmental Entityoccur at the earliest possible date.

Consents; Cooperation. (a) Each of ParentSeller and Buyer shall cooperate, Merger Sub and Company willuse its commercially reasonable efforts, --------------------- to make all filings and will cause their respective subsidiaries toobtain all licenses, take all reasonable actions permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties necessary to comply promptly with all legal requirements which may be imposed on them consummate the transactions contemplated by this Agreement; provided, however, that, notwithstanding the foregoing, (i) the actions of Seller 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 Seller, Savannah, the Companies or Buyer ("Other Antitrust Regulations") shall be governed by subsections (b), (c), (d) and (e) of this Section 4.3, (ii) Seller will obtain, or will cause Savannah and each the Companies to obtain, all licenses, permits, consents, approvals, authorizations, qualifications and orders required for the consummation of the transactions contemplated by this Agreement listed on Exhibit F (the "Closing Condition Consents") and (iii) Seller will promptly cooperate with use its best efforts to obtain all consents and furnish information to any party hereto necessary approvals required from its lenders in connection with the transactions contemplated by this Agreement, all of which consents and approvals are listed on Exhibit G (the "Seller Lender Approvals"), other than the consents and approvals of General Electric Capital Corporation and of Xxxxxx Trust and Savings Bank and other associated lenders under Seller's credit facilities, which consents and approvals have been obtained as of the date hereof. (b) Seller and Buyer 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 contemplated by this Agreement and any such requirements imposed upon such other party supplemental information requested in connection with such notification and report form pursuant to the HSR Act and (ii) any other applicable governmental or regulatory entity, all filings, reports, information and documentation required for the consummation of the transactions contemplated by this Agreement pursuant to the Other Antitrust Regulations. Each of Seller and Buyer shall furnish to each other's counsel such necessary information and reasonable assistance as 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 Regulations. Each of Seller and Buyer 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) Each of Seller and Buyer shall keep each other apprised of the status of any Ancillary Agreement communications with, and will take all 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 Seller shall, and Seller shall cause Savannah and the Companies to, use commercially reasonable actions necessary efforts to obtain (an early termination of the applicable waiting period under the HSR Act and Other Antitrust Regulations; provided, that Buyer will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization not be required to dispose of, hold separately or make any registration, declaration or filing withchange in, any Governmental Entity portion of its business or assets (or the business or assets of the Companies) or incur any other person, material burden. (e) With respect to any agreements for which any required consent or approval is not obtained prior to the Closing (other than a Closing Condition Consent which Seller shall obtain or cause to be obtained prior to Closing), Seller and Buyer will each use its commercially reasonable efforts to obtain any such consent or made in connection approval after the Closing Date until such consent or approval has been obtained and Seller will provide Buyer or any Company with the taking of any action contemplated by this Agreement or any Ancillary Agreementsame benefits arising under such agreements, including without limitation performance by either Seller or Savannah as agent, if legally and commercially feasible, provided that Buyer will provide or cause the Companies to provide Seller with such access to the premises, books and records and personnel as is necessary to enable Seller to perform its obligations under such agreements and Buyer and the HSR Act. Parent and Company Companies shall have pay or satisfy the right to review in advance, and corresponding liabilities for the enjoyment of such benefits to the extent practicable each will consult with the other as to, in each case subject Buyer or any Company would have been responsible therefor if such consent or approval had been obtained. (f) With respect to applicable laws relating any agreements that relate primarily to the exchange of information, all of the information DCB Business to which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Seller or any of its subsidiaries affiliates is a party and to which any third party of the Companies is not a party, prior to or Governmental Entityat the Closing (or if requested by Buyer, after the Closing), Seller shall, and shall cause each such affiliate to, cause each such agreement to be assigned to Brands or such other of the Companies designated by Buyer. (g) With respect to the software licenses and other rights to use software noted in Section 2.16(a)(3) of the Seller Disclosure Letter, after the Closing Seller shall use its best efforts to, and shall cause each affiliate of Seller to use its best efforts to, at Seller's expense, obtain an assignment to Brands or such other of the Companies designated by Buyer of, or the right of Brands or such other of the Companies designated by Buyer to use, each such license and right. Until such assignment has been completed, Seller will provide Buyer or any Company with the benefits of such software licenses and other software rights, and Buyer and the Companies shall pay or satisfy the corresponding liabilities for the enjoyment of such benefits to the extent Buyer or any Company would have been responsible therefor if such assignment had occurred. Buyer will provide such assistance as Seller may reasonably request in connection with obtaining the assignment of or the right to use any such software licenses or other rights to use software.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable efforts to promptly (i) obtain from any Governmental Entity any material consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal or state securities laws. (b) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with SECTION VII, 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 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. (c) Each of Acquiror and Target shall give or cause to be given any required material notices to third parties identified on Schedule 5.02(c), 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 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 5.02(c). In the event that Acquiror or Target shall fail to obtain any third party consent, waiver or approval described in this Section 5.02(c), it shall use its reasonable efforts, and shall take any such actions reasonably requested by the other party, to 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 approval. (d) 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentParents and Buyer shall cooperate, and use commercially reasonable efforts, to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party 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 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 Parents, Merger Sub, the Companies, 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) Parents, Merger Sub and Company will, --------------------- and will cause their respective subsidiaries to, take all reasonable actions necessary the Companies shall not be permitted to comply promptly with all legal requirements which may be imposed on them 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) that, notwithstanding the foregoing, the actions of Parents, Merger Sub, the Companies 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 Parents, the Companies or Buyer (“Other Antitrust Regulations”) shall be governed by subsections (b), (c), (d) and (e) of this Section 6.3 and (B) related to the NRC Approval shall be governed by Section 6.12 hereof. (b) CenterPoint and Buyer 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 contemplated by this Agreement and any supplemental information requested in connection with such notification and report form pursuant to the HSR Act, and (ii) any other applicable Governmental Authority, all filings, reports, information and documentation required for the consummation of the transactions contemplated by this Agreement pursuant to the Other Antitrust Regulations. Each of CenterPoint and will promptly cooperate with Buyer shall furnish to each other’s counsel such necessary information and furnish information to any reasonable assistance as the other party hereto necessary may reasonably request in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement 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 its preparation of any action contemplated by this Agreement filing or any Ancillary Agreement, including without limitation submission that is necessary under the HSR Act. Parent Act and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizationsOther Antitrust Regulations. Each of Parent CenterPoint and Company agrees, Buyer 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 request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entitytime.

Consents; Cooperation. (a) Each of ParentRosetta and Acacia shall use its reasonable commercial efforts promptly (i) to obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Rosetta or Acacia in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein set forth on Schedule 5.2(a) (collectively, "MATERIAL CONSENTS") and (ii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) During the Exclusivity Period, 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 herein or (ii) seeking to restrain or prohibit the consummation of the Merger or the transactions contemplated herein or otherwise limit the right of Rosetta or its subsidiaries to own or operate all or any portion of the businesses or assets of Acacia. (c) Each of Rosetta and Acacia 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, proper or advisable to consummate the transactions contemplated herein, (ii) disclosed or required to be disclosed in the Acacia Schedules or the Rosetta Schedules, or (iii) required to prevent a Material Adverse Effect on Acacia or Rosetta from occurring prior or after the Effective Time. In the event that Rosetta or Acacia shall fail to obtain any third party consent, waiver or approval described in this Section 5.2(c), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to minimize any adverse effect upon Rosetta and Acacia 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. (d) Each of Rosetta and Acacia will, --------------------- 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 consummation of the transactions contemplated by in 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 in this Agreement or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) 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 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. (c) 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, 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 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(c), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (d) 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub the EGI Parties and Company the VERSUS Parties will, --------------------- 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the event an injunction or other order shall have been issued which prevents, alters or delays the Merger Arrangement or any other transaction contemplated hereby, each party agrees to use its reasonable best efforts to have such injunction or other order lifted. Parent Without limiting the foregoing, each of the EGI Parties and Company and their respective subsidiaries the VERSUS Parties shall cooperate and use their respective its reasonable best efforts to prepare obtain, the Appropriate Regulatory Approvals and all documentationnecessary consents, waivers and approvals under any of its material contracts in connection with the Arrangement for the assignment thereof or otherwise. As soon as practicable following the execution hereof, the EGI Parties and the VERSUS Parties shall file all necessary forms and take all necessary actions, and thereafter shall use its reasonable best efforts, to effect all filings file any required notice or application and to obtain prior to the Effective Date approval of the change of control or ownership of VERSUS and its subsidiaries from all applicable Governmental Entities and all other notices, licenses, permits, consents, approvals approvals, authorizations, qualifications and authorizations orders of all third parties and Governmental Entities necessary and parties to consummate contracts, agreements, licenses or other instruments relating to the transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters business as may be required in order to enable each of the EGI Parties and the VERSUS Parties, respectively, to perform its obligations hereunder and so as to permit the Arrangement to become effective at the earliest date reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entitypracticable.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its commercially reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder, and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) 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 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 its Subsidiaries. (c) 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, 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 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(c), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (d) Each of Acquiror and Target will, --------------------- and will cause their respective subsidiaries to, take all commercially reasonable actions necessary to comply 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 reasonably necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of ParentAcquiror and Target shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Acquiror or Target or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger Sub required under the Securities Act and Company the Exchange Act and any other applicable federal, state or foreign securities laws. (b) 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 or the transactions contemplated 33 39 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 its subsidiaries. (c) 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, 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 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(c), it shall use its reasonable best efforts, and shall take any such actions reasonably requested by the other party, to 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. (d) 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. Each of Parent, Merger Sub and Company --------------------- will, --------------------- 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 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.

Consents; Cooperation. (a) Each of Parentthe parties shall use its reasonable efforts to promptly (i) obtain from any Governmental Entity any material consents, Merger Sub licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by the parties or the Company or any of their subsidiaries in connection with the authorization, execution and Company will, --------------------- delivery of this Agreement 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 consummation of the transactions contemplated by hereunder and (ii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and will the Purchase required under the Securities Act and the Exchange Act and any other applicable federal or state securities laws. (b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 8, each party shall promptly cooperate with and furnish information notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any party hereto necessary Governmental Entity or any other person (i) challenging or seeking material damages in connection with any such requirements imposed upon such other party in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement Purchases or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In hereunder or otherwise limit the event an injunction right of the Acquiror or other order shall have been issued which prevents, alters its subsidiaries to own or delays the Merger operate all or any other transaction contemplated herebyportion of the businesses or assets of the Company. (c) Each of the parties shall give or cause to be given any required material notices to third parties identified on Schedule 6.2(c), each party agrees to and use its reasonable best efforts to have such injunction or other order lifted. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, material consents, waivers and approvals and authorizations of all from third parties and Governmental Entities necessary (i) necessary, proper or advisable to consummate the transactions contemplated by hereunder, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on the Company or the Acquiror from occurring prior to or after the Closing, each as identified on Schedule 6.2(c). In the event that the Acquiror or the Company shall fail to obtain any third party consent, waiver or approval described in this Agreement or any Ancillary AgreementSection 6.2(c), it shall use its reasonable efforts, and to consult with shall take any such actions reasonably requested by the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon requestparty, to furnish minimize any adverse effect upon the other Acquiror and the Company, their respective subsidiaries and their respective businesses resulting (or which could reasonably be expected to result after the Closing) from the failure to obtain such consent, waiver or approval, provided that no party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may hereto or the Company shall be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries required to make payments to any third party parties to induce their consent, waiver or Governmental Entityapproval.

Consents; Cooperation. (a) Each party hereto shall use its reasonable best efforts to promptly (i) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of Parentthis Agreement and the consummation of the transactions contemplated hereunder and (ii) make all necessary filings, Merger Sub and thereafter make any other required submissions, with respect to this Agreement required under the Securities Act and the Exchange Act and any other applicable federal, state or foreign securities laws. (b) From the date of this Agreement until the earlier of the Closing Date 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 transactions contemplated hereunder or otherwise limit the right of the Acquiror or its subsidiaries to own or operate all or any portion of the businesses or assets of CSINH or the Company. (c) Each party hereto 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, proper or advisable to consummate the transactions contemplated hereunder, (ii) disclosed or required to be disclosed in the Disclosure Schedule or the Acquiror Disclosure Schedule, or (iii) required to prevent a Material Adverse Effect on CSINH, the Company willor the Acquiror from occurring prior or after the Closing Date. In the event that the Acquiror, --------------------- the Company or CSINH shall fail to obtain any third party consent, waiver or approval described in this Section 6.2(c), it shall use its reasonable best efforts, and will cause shall take any such actions reasonably requested by the other party, to minimize any adverse effect upon the Acquiror, the Company, CSINH or any of their respective subsidiaries toand their respective businesses resulting (or which could reasonably be expected to result after the Closing Date) from the failure to obtain such consent, waiver or approval. (d) Each party hereto, and will take or cause to be taken, all reasonable actions necessary to comply 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 or any Ancillary Agreement 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 action contemplated by this Agreement or any Ancillary Agreement, including without limitation under the HSR Act. Parent and Company shall have the right to review in advance, and to the extent practicable each will consult with the other as to, in each case subject to applicable laws relating to the exchange of information, all of the information which will appear in any filing made with, or written materials submitted to, any third party or Governmental Entity in connection with the transactions contemplated by this Agreement. In the 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. Parent and Company and their respective subsidiaries shall cooperate and use their respective reasonable best 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 transactions contemplated by this Agreement or any Ancillary Agreement, and to consult with the other party with respect to obtaining such permits, consents, approvals and authorizations. Each of Parent and Company agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any third party or Governmental Entity.