Common use of Efforts and Actions to Cause the Closing to Occur Clause in Contracts

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, and Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act, other competition Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) not participating in any substantive meetings, discussions or presentations, whether in-person, telephonically, or via any other means, with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all 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, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreement. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayed.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, done and Purchaser shall use its commercially reasonable efforts cooperate with each other in order to take, or cause to be takendo, all actionsthings, and necessary, proper or advisable to do or cause the conditions set forth in Section 8.01 and Section 8.02 to the Closing to be satisfied. Without limiting satisfied and to consummate the foregoingClosing as promptly as practicable, Seller and Purchaser shall including (i) prepare the preparation and file filing of all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary required to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take the taking of such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent, (ii) seek seeking to prevent the initiation of of, and defend, any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause causing to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary required under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (ii) furnishing to the outside counsel of the other party all reasonably requested information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR ActACT, other competition Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement;, (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) not participating in any substantive meetingsmeeting, discussions discussion or presentations, whether in-person, telephonically, or via any other means, conversation with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all 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, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreement. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Seller shall, at Purchaser’s expense, use its commercially reasonable efforts to assist Purchaser in obtaining a title commitment and survey with respect to the Owned Real Property, including removing from title any Liens that are not Permitted Liens. Seller shall provide the title company with a customary owner’s affidavit and gap indemnity if reasonably requested by the title company in connection with the issuance of the title policy, or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any the commitment to any antitrustissue the same, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject respect to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayedOwned Real Property.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall (and each of them shall cause their respective Affiliates to) use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, and Purchaser shall use its commercially reasonable efforts to takedo, or cause to be takendone and cooperate with each other in order to do, all actionsthings necessary, and proper or advisable to do or cause consummate the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoingClosing as promptly as practicable, Seller and Purchaser shall including using their reasonable best efforts: (i) prepare to cause the preparation and file filing of all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary required to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take the taking of such actions as are necessary to obtain any requisite Consentapprovals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority; (ii) to defend, and seek to prevent the initiation of any Action by any Governmental Authority of, all lawsuits and defend any Actions all other proceedings by or before any Governmental Authority challenging this Agreement, any Ancillary Agreement or the consummation of the Closing transactions contemplated hereby or thereby and (iii) appeal or otherwise to cause to be lifted or rescinded any injunction, decree, ruling, order or other action by any Governmental Order Authority adversely affecting the ability of the parties Purchaser and Seller to consummate the ClosingClosing without delay; and (iii) to cause the conditions to the Closing specified in Article IX to be satisfied. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any a Notification and Report Form required pursuant to the HSR Act within 15 Business Days after the date hereof and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary required under the Laws of any non-U.S. jurisdiction, including jurisdiction as required with respect to the European Union or any member state thereof, as soon as practicable transactions contemplated hereby promptly after the date hereof. Notwithstanding anything Each of Purchaser and Seller further agrees to use reasonable best efforts to certify substantial compliance with any “second request” or similar request for additional information or documentary material from the Department of Justice or the Federal Trade Commission pursuant to the HSR Act, or any Supplementary Information Request from the Canadian Competition Bureau, within 90 days after receipt of such second request or Supplementary Information Request and to produce documents on a rolling basis. Nothing contained in this Section 5.04(a) Agreement shall require Seller or any of its Affiliates to the contrary, neither Purchaser nor Seller shall be obligated to make relinquish or forbear any payment right or deliver anything of material value pay any consideration to any third party other Person (other than nominal filing and application fees to Governmental AuthoritiesAuthorities and fees and expenses of advisors and consultants) in order to obtain from whom any Consentsuch approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers are requested. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties Purchaser and Seller shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement hereby and work cooperatively in connection with obtaining the requisite Consents clearances, approvals, consents or orders of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, and any Laws regulating foreign investment of or competition Laws or any jurisdiction in connection with the transactions contemplated by this Agreementother Laws; (ii) subject to the last sentence of this Section 6.04(c), furnishing to the other party or their respective counsel all information within its possession that is reasonably required for any application or other filing to be made by the other party pursuant to the HSR Act, other any foreign investment or competition Laws of any jurisdiction, or any other Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the extent relating to the transactions contemplated by this Agreement; (iv) not agreeing to participate or participating in any substantive meetings, discussions meeting or presentations, whether in-person, telephonically, or via any other means, discussion with any Governmental Authority in connection with proceedings under or to the extent relating to the HSR Actobtaining such clearances, other competition Laws of any jurisdictionapprovals, consents or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreementorders, unless it consults with the other party in advance, and, and to the extent permitted by such Governmental Authority, but subject to the last sentence of this Section 6.04(c), gives the other party the opportunity to attend and participate thereatthereat to the extent permitted by Law; and (v) subject to the last sentence of this Section 6.04(c), consulting and cooperating with one another in connection with all 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, any foreign investment or competition Laws or any other Laws to the extent relating to obtaining such clearances, approvals, consents or orders. Notwithstanding the foregoing, Seller’s obligations under this Section 6.04 shall be subject to the last sentence of Section 6.02(a) and nothing in this Agreement shall require Seller to disclose to Purchaser or any jurisdictionof its representatives, or Laws regulating foreign investment grant Purchaser or any of its representatives any jurisdictionaccess in any way (including at meetings with Governmental Authorities) to, in connection with any nonpublic information about itself, any of its Affiliates or any of its or its Affiliates’ respective businesses or operations other than information about the transactions contemplated by this AgreementBusiness. (d) Nothing in this Section 5.04 Prior to the Closing, Purchaser shall be deemed to require Purchaser or not (and shall not permit any Subsidiary of Purchaser to agree to its Affiliates to) (i) dispose of or transfer knowingly take any asset or business; (ii) license action after the date hereof that would reasonably be expected to delay, hinder or otherwise make available to obstruct the consummation of the Closing, including any Person action that delays the obtaining of, or results in not obtaining, any technology permission, approval or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to consent from any Governmental Authority or otherwiseother Person required to be obtained prior to the Closing, (ii) regarding future operations enter into any transaction, or any agreement to effect any transaction involving any merger or acquisition of shares or assets of any entity engaged in a business which is directly competitive with the Business that might reasonably be expected to make it more difficult, or to increase the time required, to satisfy the conditions in Section 9.01(c) or Section 9.01(e) or (iii) enter into any transaction, or an agreement to effect any transaction, involving the issuance of securities of Purchaser that would result in the Closing of this Agreement being subject to the approval of Purchaser’s or any of its Subsidiaries’ businessesshareholders. (e) Prior Purchaser shall take all actions necessary to deciding whether cause the Stock Consideration to provide any commitment be approved for listing on the Purchaser Stock Exchange, subject to any antitrustofficial notice of issuance, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject prior to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayedClosing Date.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon Upon the terms and subject to the conditions of this Agreement, Seller and Purchaser shall use its their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause to be done and cooperate with each other in order to do, all things, necessary, proper or advisable to cause the conditions set forth in Section 8.01 and Section 8.03 to the Closing to be satisfied, and Purchaser shall use its commercially reasonable efforts to takeconsummate the Closing by September 1, 2011 or cause to be taken, all actions, as promptly as practicable thereafter and to do or cause effectuate the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting transactions contemplated by the foregoingTransaction Agreements, Seller and Purchaser shall including (i) prepare the preparation and file filing of all forms, registrations registrations, notices and notices that Purchaser and Seller mutually agree are appropriate and necessary other documentation required to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take to effectuate the transactions contemplated by the Transaction Agreements, and the taking of such actions as are necessary to obtain any requisite Seller Required Regulatory Approval, Purchaser Required Regulatory Approval or Required Third Party Consent, provided that neither Seller nor Purchaser shall be obligated to make any material payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any such approval or consent, (ii) seek seeking to prevent the initiation of of, and defend, any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing Closing, and (iii) appeal or otherwise cause causing to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Seller and Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, to negotiate as soon promptly as practicable after definitive documents reflecting the date hereof. Notwithstanding anything terms of the Partial Seller Advance Facility (as set forth in this Section 5.04(aExhibit B) to and the contrary, neither Purchaser nor Full Seller shall be obligated to make any payment or deliver anything of material value to any third party Advance Facility (other than filing and application fees to Governmental Authorities) as set forth in order to obtain any ConsentExhibit B). (b) If any party hereto Party or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyParty (to the extent permitted by applicable Law), an appropriate response in compliance with such information and/or documentary request. (c) The parties To the extent permitted by applicable Law, the Parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental AuthorityRequired Seller Regulatory Approvals and the Required Purchaser Regulatory Approvals, including: (i) reasonably cooperating with each other in connection with any filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, with respect to Seller Required Regulatory Approvals and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementPurchaser Required Regulatory Approvals; (ii) furnishing to the outside counsel of the other party all reasonably requested information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act, other competition Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement;any Seller Required Regulatory Approval or Purchaser Required Regulatory Approval, (iii) promptly notifying each other of any material communications from or with any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) not participating in any substantive meetingsmeeting, discussions discussion or presentations, whether in-person, telephonically, or via any other means, conversation with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, Seller Required Regulatory Approval or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementPurchaser Required Regulatory Approval, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereattherein; and (v) reasonably consulting and cooperating with one another in connection with all 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, competition Laws of any jurisdiction, Seller Required Regulatory Approval or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this AgreementPurchaser Required Regulatory Approval. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayed.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, done and Purchaser shall use its commercially reasonable efforts cooperate with each other in order to take, or cause to be takendo, all actionsthings, necessary, proper or advisable to consummate the Closing as promptly as practicable, including the preparation and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file filing of all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary required to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take the taking of such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications provided that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation applicable Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementAgreement and providing regular updates (including access to all appropriate personnel and advisors) as may be reasonably requested from time to time as to the status of such parties’ efforts in obtaining such consents; (ii) furnishing to the other party all information within its possession that is required for any application notification or other filing to be made by the other party pursuant to the HSR Act, other competition applicable Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) not participating agreeing to participate in any substantive meetings, discussions meeting or presentations, whether in-person, telephonically, or via any other means, discussion with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition applicable Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all 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, competition applicable Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreement. (d) Nothing Notwithstanding anything to the contrary herein, nothing in this Section 5.04 shall require, or be deemed construed to require require, Purchaser or any Subsidiary of Purchaser to agree to (i) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or transfer any asset otherwise encumber or business; (ii) license hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either encumber before or after the Closing DateClosing, any assets (including the Assets), Permits, operations, rights, businesses (including the Business) or (iv) change or modify any course interest therein of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s Purchaser or any of its SubsidiariesAffiliates, (ii) to agree to any change or restriction on, or other impairment of Purchaser and its Affiliates’ businessesability to own any of such assets (including the Assets), Permits, operations, rights, businesses (including the Business) or interests therein or Purchaser’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock or other equity securities of Affiliates of Purchaser or (iii) to serve as a source of strength or to agree to invest any additional capital in the Business other than the payment of the Purchase Price and, to the extent applicable, the Holdback Amount and assumption of the Assumed Liabilities. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from As soon as practicable after the date hereof until June 30hereof, 2010Seller shall, Purchaser and shall have cause any of its Affiliates to, make all filings with the sole right California Department of Corporations and other applicable Governmental Authorities required to make any Antitrust Extension Decision without change the address of Seller’s consent and (ii) from and after June 30office located at 00000 Xxx Xxxxxx Xxxxxx, 2010Suite 300, any Antitrust Extension Decision shall require Irvine, CA 92612, to be effective as of 11:59 p.m. Pacific time on the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayedClosing Date.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to Each of the Closingparties hereto shall, upon the terms and subject to the conditions of this Agreementshall cause their Subsidiaries, Seller shall as applicable, to, use its commercially their respective reasonable best efforts to take(i) take promptly, or cause to be takentaken promptly, and assist and cooperate with the other party in taking promptly, all actionsactions necessary, and proper or advisable to do comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or cause waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 8.01 6.1, actions required in order to continue any contract or agreement of Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and Section 8.03 to be satisfiedagreements, in each case arising in connection with the transactions contemplated hereby) and Purchaser shall use its commercially reasonable efforts to take(ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or cause to be takenany exemption by, all actions, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) promptly prepare and file all formsnecessary documentation, registrations and notices effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary or advisable to consummate the Closing and take transactions contemplated by this Agreement, including the Regulatory Approvals. Each of the parties hereto shall promptly use their respective reasonable best efforts to respond to any inquiry from any Governmental Entities in the context of such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation Governmental Entities’ processing of any Action application for approval or otherwise and to resolve any objections that may be asserted by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority Entity with respect to this Agreement or any of the transactions contemplated herebyby this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Buyer be required, and Sellers, Company and Company Subsidiaries shall not be permitted (without Buyer’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Buyer, Company or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would be, or would be reasonably likely to be, individually or in the aggregate, material to Buyer, or Company and its Subsidiaries taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, that if requested by Buyer, then Sellers, Company and Company Subsidiaries will take or commit to take any such party shall endeavor in good faith to makeaction, or cause agree to be madeany such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Sellers and/or Company and its Subsidiaries, as soon applicable, only in the event the Closing occurs. (b) Subject to Section 6.1(a) and applicable Laws relating to the exchange of information, each of the parties hereto shall, upon request, furnish each other party with all information concerning Buyer, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably practicable and after consultation necessary in connection with any statement, filing, notice or application made by or on behalf of the parties hereto or any of their respective Subsidiaries to any Governmental Entity in connection with the other partytransactions contemplated by this Agreement. Each of the parties hereto shall have the right to review in advance and, an appropriate response to the extent practicable, each will consult the others on, in compliance each case subject to applicable Laws relating to the exchange of information, information relating to Sellers, Company or Buyer, as the case may be, and any of their respective Subsidiaries, directors, officers and shareholders that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with such information and/or documentary requestthe transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) The Subject to applicable Law, each of the parties hereto shall keep each other reasonably party apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, subject to applicable Law, Sellers and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: Company agree to (i) cooperating promptly furnish Buyer with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws copies of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (ii) furnishing to the other party all information within its possession that is required for any application notices or other filing to be made communications received by the other party pursuant to the HSR ActSellers, other competition Laws of any jurisdiction, Company or any Laws regulating foreign investment Company Subsidiary (or written summaries of communications received orally), from any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from third party or with any Governmental Authority Entity with respect to the transactions contemplated by this Agreement; , (ivii) provide Buyer reasonable opportunity to review in advance, and accept the reasonable comments of Buyer in connection with, any proposed communication to, including any filings with, any Governmental Entity and (iii) consider in good faith Buyer’s views with respect to, and confer in good faith with Buyer to resolve, any disagreement as to strategy with respect to any communication by Sellers, Company or any Company Subsidiary with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. Each of the Sellers and Company agrees not participating to, and agrees to cause any Company Subsidiary not to, participate in any meeting or substantive meetingsdiscussion, discussions either in person or presentations, whether in-person, telephonically, or via any other meansby telephone, with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction Entity in connection with the transactions contemplated by this Agreement, hereby unless it consults with the other party Buyer in advance, advance and, to the extent permitted not prohibited by such Governmental Authorityapplicable Law, gives the other party Buyer the opportunity to attend and participate. Any such disclosures or rights to participate thereat; and (v) consulting and cooperating may be made on an outside counsel-only basis to the extent required under applicable Law. Without limiting the generality of the foregoing, subject to applicable Law, Buyer agrees to use reasonable efforts to consult in good faith with one another Company in connection with all analysesany proposed communication to, appearancesincluding any filings with, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or Governmental Entity to the extent relating to the HSR Act, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreement. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayed.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to From and after the Closingdate hereof, upon the terms and subject to the conditions of this AgreementAgreement and the other Transaction Documents, Seller the Parties shall use its commercially their reasonable best efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, done and Purchaser shall use its commercially reasonable efforts cooperate with each other in order to take, or cause to be takendo, all actionsthings, necessary, proper or advisable to consummate the Closing as promptly as practicable, including communicating with the requisite Governmental Authorities to obtain informal pre-clearance review and to do or cause the conditions set forth in Section 8.01 preparing and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file filing all requisite forms, registrations and notices notices; provided that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller no Party shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. In addition, no Party shall take any action after the date hereof that would reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing. (b) If any party hereto Party or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated herebyTransactions, then such party Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyParties, an appropriate response in compliance with such information and/or documentary request. (c) The parties Parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement Transactions and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation applicable Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementTransactions and providing regular updates (including access to all appropriate personnel and advisors) as may be reasonably requested from time to time as to the status of such Parties’ efforts in obtaining such Consents; (ii) furnishing to the other party Parties all information within its possession that is required for any application notification or other filing to be made by the other party Parties pursuant to the HSR Act, other competition applicable Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementTransactions; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; (iv) not participating agreeing to participate in any substantive meetings, discussions meeting or presentations, whether in-person, telephonically, or via any other means, discussion with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition applicable Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementTransactions, unless it consults with the other party Parties in advance, and, to the extent permitted by such Governmental Authority, gives the other party Parties the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto Party in connection with proceedings under or relating to the HSR Act, competition applicable Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this AgreementTransactions. (d) Nothing Notwithstanding anything to the contrary herein, nothing in this Section 5.04 6.2, shall require, or be deemed construed to require Purchaser or any Subsidiary of Purchaser to agree to require, Buyer (i) to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or transfer any asset otherwise encumber or business; (ii) license hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either encumber before or after the Closing Date) Closing, any assets, Permits, operations, rights, businesses or (iv) change or modify any course interests therein of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s Buyer or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition Affiliates or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30to agree to any change or restriction on, 2010or other impairment of Buyer’s or its Affiliates’ ability to own any of such assets, any Antitrust Extension Decision shall require Permits, operations, rights, businesses or interests therein or Buyer’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld Purchased Securities or delayedother Capital Securities held by Buyer or its Affiliates.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to Each of the Closingparties hereto shall, upon the terms and subject to the conditions of this Agreementshall cause their Subsidiaries, Seller shall as applicable, to, use its commercially their respective reasonable best efforts to take(i) take promptly, or cause to be takentaken promptly, and assist and cooperate with the other party in taking promptly, all actionsactions necessary, and proper or advisable to do comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or cause waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article 7, to consummate the transactions contemplated hereby (including, for purposes of this Section 8.01 6.1, actions required in order to continue any contract or agreement of the Company or the Company Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and Section 8.03 to be satisfiedagreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly prepare and file within thirty (30) days following the date of this Agreement all necessary documentation, and Purchaser shall use its commercially reasonable efforts effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to take, or cause to be taken, obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and to do Governmental Entities that are necessary or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary advisable to consummate the Closing and take transactions contemplated by this Agreement, including the Regulatory Approvals. Each of the parties hereto shall promptly use their respective reasonable best efforts to respond to any inquiry from any Governmental Entities in the context of such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation Governmental Entities’ processing of any Action application for approval or otherwise and to resolve any objections that may be asserted by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority Entity with respect to this Agreement or any of the transactions contemplated herebyby this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Buyer be required, and Seller, the Company and the Company Subsidiaries shall not be permitted (without Buyer’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Buyer, the Company or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would be, or would be reasonably likely to be, individually or in the aggregate, material either to Buyer or to the Company and the Company Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, however, that if requested by Buyer, then Seller, the Company and the Company Subsidiaries will take or commit to take any such party shall endeavor in good faith to makeaction, or cause agree to be madeany such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller or the Company and the Company Subsidiaries, as soon applicable, only in the event the Closing occurs. (b) Subject to Section 6.1(a) and applicable Laws relating to the exchange of information, each of the parties hereto shall, upon request, furnish each other party with all information concerning Buyer, Seller, the Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably practicable and after consultation necessary in connection with any statement, filing, notice or application made by or on behalf of the parties hereto or any of their respective Subsidiaries to any Governmental Entity in connection with the other partytransactions contemplated by this Agreement. Each of the parties hereto shall have the right to review in advance and, an appropriate response to the extent practicable, each will consult the others on, in compliance each case subject to applicable Laws relating to the exchange of information, information relating to Seller, the Company or Buyer, as the case may be, and any of their respective Subsidiaries, directors, officers and shareholders that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with such information and/or documentary requestthe transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) The Subject to applicable Law, each of the parties hereto shall keep each other reasonably party apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining Agreement. Without limiting the requisite Consents generality of the foregoing, subject to applicable Law, each applicable Governmental Authority, including: of the parties agrees to (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (ii) furnishing to promptly furnish the other party all information within its possession that is required for any application with copies of notices or other filing to be made communications received by the other such party pursuant to the HSR Act, other competition Laws of any jurisdiction, or any Laws regulating foreign investment of its Subsidiaries (or written summaries of material communications received orally), from any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from third party or with any Governmental Authority Entity with respect to the transactions contemplated by this Agreement; , (ivii) provide the other reasonable opportunity to review in advance, and accept the reasonable comments of the other in connection with, any proposed communication to, including any filings with, any Governmental Entity and (iii) consider in good faith the other’s views with respect to, and confer in good faith with the other to resolve, any disagreement as to strategy with respect to any communication by the filing party or any of its Subsidiaries with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. Seller and the Company agree not participating to, and agree to cause each Company Subsidiary not to, participate in any meeting or substantive meetingsdiscussion, discussions either in person or presentations, whether in-person, telephonically, or via any other meansby telephone, with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction Entity in connection with the transactions contemplated by this Agreement, hereby unless it consults with the other party Buyer in advance, advance and, to the extent permitted not prohibited by applicable Law or such Governmental AuthorityEntity, gives the other party Buyer the opportunity to attend and participate. Any such disclosures or rights to participate thereat; and (v) consulting and cooperating may be made on an outside counsel-only basis to the extent required under applicable Law. Without limiting the generality of the foregoing, subject to applicable Law, Buyer agrees to use reasonable best efforts to consult in good faith with one another the Company in connection with all analysesany proposed communication to, appearancesincluding any filings with, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or Governmental Entity to the extent relating to the HSR Act, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreement. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayed.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, and the Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary required to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority defend all lawsuits and defend any Actions other proceedings by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Order Authority adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary required under the Laws of any non-U.S. jurisdiction, including the European Union or any member state nation thereof, as soon as practicable after the date hereof. Notwithstanding anything In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to delay the obtaining of, or result in this Section 5.04(a) not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the contraryClosing. Notwithstanding the foregoing, neither Purchaser nor and Seller shall not be obligated required to make take any payment commercially unreasonable action that substantially impairs the overall benefits realized from the consummation of the transactions set forth herein, and in no event shall Purchaser be required to (i) sell, hold separate or deliver anything otherwise dispose of material value the Assets or Purchaser’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Purchaser to resolve any third party objection or proceeding objecting to the transactions contemplated hereunder or (other than filing ii) terminate any existing relationships and application fees to Governmental Authorities) in order to obtain any Consentcontractual rights and obligations. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act, other competition Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) not participating agreeing to participate in any substantive meetings, discussions meeting or presentations, whether in-person, telephonically, or via any other means, discussion with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all 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, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreement. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of The Seller shall, at Purchaser’s or expense, use its commercially reasonable efforts to assist Purchaser in obtaining the title commitments and surveys with respect to the Owned Real Property, including, without limitation, removing from title any of its Subsidiaries’ businesses. (e) Prior to deciding whether to Liens which are not Permitted Liens. The Seller shall provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close title company with a customary owner’s affidavit and gap indemnity reasonably requested by the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult title company in connection with and consider in good faith the views issuance of the other in connection therewith. Subject title policies with respect to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayedOwned Real Property.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to Each of the Closingparties hereto shall, upon the terms and subject to the conditions of this Agreementshall cause their Subsidiaries, Seller shall as applicable, to, use its commercially their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actionsactions necessary, and proper or advisable to do comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or cause waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 8.01 6.1, actions required in order to continue any contract or agreement of Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and Section 8.03 to be satisfiedagreements, in each case arising in connection with the transactions contemplated hereby) and Purchaser shall use its commercially reasonable efforts to take(ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or cause to be takenany exemption by, all actions, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (the “Regulatory Approvals”). The parties hereto shall cooperate with each other and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) promptly prepare and file all formsnecessary documentation, registrations and notices effect all applications, notices, petitions and filings to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary or advisable to consummate the Closing and take such actions as are necessary transactions contemplated by this Agreement, including the Regulatory Approvals. Each of the parties hereto shall use their respective reasonable best efforts to obtain resolve any requisite Consent, (ii) seek to prevent the initiation of any Action objections that may be asserted by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, as soon as practicable after the date hereof. Notwithstanding anything in this Section 5.04(a) to the contrary, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party (other than filing and application fees to Governmental Authorities) in order to obtain any Consent. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority Entity with respect to this Agreement or any of the transactions contemplated herebyby this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent, Buyer or Merger Sub be required, and Sellers, Company and Company Subsidiaries shall not be permitted (without Parent’s and Buyer’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Parent, Buyer, Merger Sub, Company or any of their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would be, or would be reasonably likely to be, individually or in the aggregate, material to Parent or Buyer, or Company and its Subsidiaries taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries, taken as a whole (a “Materially Burdensome Regulatory Condition”); provided, that if requested by Parent or Buyer, then Sellers, Company and Company Subsidiaries will take or commit to take any such party shall endeavor in good faith to makeaction, or cause agree to be madeany such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Sellers and/or Company and its Subsidiaries, as soon applicable, only in the event the Closing occurs. (b) Subject to Section 6.1(a) and applicable Laws relating to the exchange of information, each of the parties hereto shall, upon request, furnish each other party with all information concerning Parent, Buyer, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably practicable and after consultation necessary in connection with any statement, filing, notice or application made by or on behalf of the parties hereto or any of their respective Subsidiaries to any Governmental Entity in connection with the other partytransactions contemplated by this Agreement. Each of the parties hereto shall have the right to review in advance and, an appropriate response to the extent practicable, each will consult the others on, in compliance each case subject to applicable Laws relating to the exchange of information, any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with such information and/or documentary requestthe transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) The Subject to applicable Law, each of the parties hereto shall keep each other reasonably party apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, subject to applicable Law, Sellers and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: Company agree to (i) cooperating promptly furnish Parent and Buyer with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws copies of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (ii) furnishing to the other party all information within its possession that is required for any application notices or other filing to be made communications received by the other party pursuant to the HSR ActSellers, other competition Laws of any jurisdiction, Company or any Laws regulating foreign investment Company Subsidiary (or written summaries of communications received orally), from any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from third party or with any Governmental Authority Entity with respect to the transactions contemplated by this Agreement; , (ivii) provide Parent and Buyer reasonable opportunity to review in advance, and accept the reasonable comments of Parent or Buyer in connection with, any proposed communication to, including any filings with, any Governmental Entity and (iii) consider in good faith Parent’s and Buyer’s views with respect to, and confer in good faith with Parent and Buyer to resolve, any disagreement as to strategy with respect to any communication by Sellers, Company or any Company Subsidiary with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. Each of the Sellers and Company agrees not participating to, and agrees to cause any Company Subsidiary not to, participate in any meeting or substantive meetingsdiscussion, discussions either in person or presentations, whether in-person, telephonically, or via any other meansby telephone, with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction Entity in connection with the transactions contemplated by this Agreement, hereby unless it consults with the other party Parent and Buyer in advance, advance and, to the extent permitted not prohibited by such Governmental Authorityapplicable Law, gives the other party Parent and Buyer the opportunity to attend and participate. Any such disclosures or rights to participate thereat; and (v) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals may be made or submitted by or on behalf of any party hereto in connection with proceedings under or relating an outside counsel-only basis to the HSR Act, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this Agreementextent required under applicable Law. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayed.

Efforts and Actions to Cause the Closing to Occur. (a) Prior Subject to the Closing, upon the other terms and subject to the conditions of this AgreementSection 6.04, during the Pre-Closing Period, each of the Purchaser and the Seller shall, and shall cause each of its respective Affiliates to, use its commercially reasonable best efforts to take, or cause to be taken, all actionsactions necessary, proper or advisable under applicable Law and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, and Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary to be filed with Governmental Authorities and other Persons necessary this Agreement to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority and defend any Actions by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause to be lifted or rescinded any Governmental Order adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, promptly as soon as reasonably practicable after the date hereof. Notwithstanding anything , and in this Section 5.04(a) any event, prior to the contraryOutside Date, neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of material value to any third party including (other than filing and application fees to Governmental Authoritiesi) in order to obtain any Consent. (b) If any party hereto or Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, then such party shall endeavor in good faith to makeobtaining, or cause causing to be madeobtained, as soon as reasonably practicable and after consultation all Consents that are or become necessary or advisable in connection with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties shall keep each other reasonably apprised of the status of matters relating to the completion consummation of the transactions contemplated by this Agreement; (ii) responding as promptly as reasonably practicable to any requests for information made by any Governmental Authority, including any request from the Federal Trade Commission or the Department of Justice for additional information or documentary materials; (iii) cooperating fully with the other Party in promptly seeking to obtain all such Consents; and (iv) defending any lawsuits or other proceedings, whether judicial or administrative, challenging this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. The Purchaser and the Seller shall prepare and file the required Notification and Report Forms under the HSR Act with the FTC and the DOJ, and the required notifications, filings, registrations, submissions and other materials required or necessary under any other applicable Antitrust Law and any applicable Law with respect to foreign investment, as promptly as reasonably practicable after the date of this Agreement and work cooperatively in any event, with respect to the required Notification and Report Forms under the HSR Act with the FTC and the DOJ, no later than fifteen (15) Business Days after the date of this Agreement. All filings made in connection with obtaining the requisite foregoing sentence shall be made in compliance with the requirements of applicable Law, including Antitrust Laws and Laws with respect to foreign investment. All filing fees to Governmental Authorities payable in connection with the notifications, filings, registrations, submissions or other materials contemplated by this Section 6.04(a) shall be paid promptly when due by the Purchaser. (b) In connection with the actions referenced in Section 6.04(a) to obtain Consents of Governmental Authorities and in respect of Antitrust Laws, to the extent not prohibited by applicable Law, each applicable of the Purchaser and the Seller shall (i) promptly notify and furnish the other Party’s legal counsel copies of any correspondence or communication (including, in the case of any oral correspondence or communication, a summary thereof) between it or any of its Affiliates or any of their respective Representatives, on the one hand, and any Governmental Authority, including: on the other hand, or any filing such Party submits to any Governmental Authority; (iii) cooperating consult with each and permit the other Party’s legal counsel to review in advance any proposed filing and any written or oral communication or correspondence by such Party to any Governmental Authority; and (iii) consider in good faith the views of such other Party in connection with filings under any proposed filing, submission, responses to a request for further information prior or after making the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, relevant notification and any Laws regulating foreign investment written or oral communication or correspondence to any Governmental Authority, in each case, to the extent relating to the subject matter of any jurisdiction in connection with this Section 6.04 or the transactions contemplated by this Agreement; (ii) furnishing to Agreement or the other party all information within its possession that is required for any application or other filing to be made by Ancillary Agreements. Neither the other party pursuant to Purchaser nor the HSR Act, other competition Laws of any jurisdictionSeller shall agree to, or permit any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this Agreement; (iii) promptly notifying each other of any communications from its Affiliates or with any Governmental Authority with respect to the transactions contemplated by this Agreement; (iv) not participating Representatives to, participate in any substantive meetings, discussions meeting or presentations, whether in-person, telephonically, or via any other means, discussion with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws respect of any jurisdictionfilings, investigation, inquiry or Laws regulating foreign investment of any jurisdiction in connection with the transactions other matter contemplated by this Agreement, Section 6.04 or any transaction contemplated by this Agreement unless it consults with notifies the other party Party in advance, advance and, to the extent permitted by such Governmental Authority, gives the other party Party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in such meeting or discussion. For the avoidance of doubt, any materials exchanged in connection with all analysesthis Section 6.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, appearancesand to remove other competitively sensitive material, presentationsand the Parties hereto may, memorandaas they deem advisable and necessary, briefsdesignate any materials provided to the other under this Section 6.04 as “outside counsel only”. Notwithstanding anything in this Agreement to the contrary, argumentsPurchaser shall, opinions after consulting with and proposals made considering the positions of the Seller in good faith, control the strategy for obtaining any necessary approval, consent or submitted by or on behalf expiration of any party hereto in connection with proceedings applicable waiting period under the HSR Act or other applicable Antitrust Laws or responding to any investigation by any Governmental Authority or Action initiated under Antitrust Laws relating to the HSR Act, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this AgreementAgreement or the Ancillary Agreements. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require, or be construed to require, directly or indirectly, Purchaser or any of its Affiliates (i) to offer, negotiate, commit to, suffer, permit or effect, by consent decree, hold separate order or otherwise (A) the sale, divestiture, license or other disposition of any and all of the Equity Interests, assets, rights, products, product lines, businesses or business lines of any of the Purchaser or any of its Affiliates, (B) any behavioral limitations or requirements, conduct restrictions or requirements or other restrictions, requirements, conditions, limitations or commitments on or with respect to the activities, businesses, business lines, services, products, product lines or assets of any of the Purchaser or any of its Affiliates, (C) any action that would, or would reasonably be expected to, have a material adverse effect on the Business, or (ii) agree to or otherwise implement any modification or waiver of the terms and conditions of this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. Without Purchaser’s prior written consent, the Seller shall not (and shall not permit any of its Affiliates to) offer, negotiate, commit to, suffer or effect any of the foregoing actions in connection with any Consent of any Governmental Authorities or any Actions in respect of or relating to Antitrust Laws. Notwithstanding anything in this Agreement to the contrary, in no event shall the Purchaser, the Seller, the Holding Companies, the Company Subsidiaries or any of their respective Affiliates be obligated to commit to take any action pursuant to this Section 6.04, the consummation of which is not conditioned on the consummation of the Closing. (d) Nothing Notwithstanding anything in this Section 5.04 Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s Party or any of its Subsidiaries’ businessesAffiliates to pay any consideration to any other Person from whom any Consents are requested. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, The Purchaser shall have the sole right not, and shall cause its Affiliates not, to make any material acquisition of a Person or enter into a binding agreement for any material acquisition with a Person that would reasonably be expected to increase the time required or reduce the Purchaser’s abilities to obtain any approval under Antitrust Extension Decision without Seller’s consent Laws or any applicable Law with respect to foreign investment necessary to consummate the Acquisition. (f) Prior to the Closing, with respect to any of the Contracts that require Consent of the counterparty thereto for the change of control of the applicable Holding Company or Company Subsidiary party thereto, each Party agrees to cooperate and (ii) from use commercially reasonable efforts to obtain such Consents(collectively, the “Third-Party Contract Consents”). In connection with obtaining any such Third-Party Contract Consents neither Party nor any of its Affiliates shall be required to make any payment or other concession to any third Person. In furtherance of the foregoing, for each Third-Party Contract Consent, Seller or one of its Affiliates shall send a notice, in a form to be mutually agreed upon by Seller and after June 30Purchaser, 2010to each counterparty to the applicable Contract that requires such Third-Party Contract Consent prior to the Closing. Notwithstanding the foregoing, receipt of any Antitrust Extension Decision shall require the consent of each of Purchaser Third-Party Contract Consent is not, and Seller, which consent shall not be unreasonably withheld or delayeddeemed to be, in and of itself, a condition to the obligation of the Purchaser to consummate the Acquisition and effect the Closing pursuant to the terms of this Agreement, and the failure to obtain any such Third-Party Contract Consent, in and of itself, shall not cause any of the conditions set forth in Section 9.02 to fail to be satisfied.

Efforts and Actions to Cause the Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser and Seller shall use its their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do or cause the conditions set forth in Section 8.01 and Section 8.03 to be satisfied, done and Purchaser shall use its commercially reasonable efforts cooperate with each other in order to take, or cause to be takendo, all actionsthings, and necessary, proper or advisable to do or cause consummate the conditions set forth in Section 8.01 and Section 8.02 to be satisfied. Without limiting the foregoingClosing as promptly as practicable, Seller and Purchaser shall including (i) prepare the preparation and file filing of all forms, registrations and notices that Purchaser and Seller mutually agree are appropriate and necessary required to be filed with Governmental Authorities and other Persons necessary to consummate the Closing and take the taking of such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities and any fees contractually payable for Consents to assignment of the real property leases included in the Assumed Contracts, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent, (ii) seek to prevent the initiation of any Action by any Governmental Authority defending all lawsuits and defend any Actions other proceedings by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) appeal or otherwise cause causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Order Authority adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications that Purchaser and Seller mutually agree are appropriate and necessary required under the Laws of any non-non U.S. jurisdiction, including the European Union or any member state nation thereof, as soon as practicable after the date hereof. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing. Notwithstanding anything in this Section 5.04(a) herein to the contrary, neither Purchaser nor Seller shall be obligated required to dispose of or make any payment or deliver anything of changes to its business, expend any material value to any third party funds (other than filing and application payments of fees to Governmental Authoritiesexpressly mentioned above) or incur any other material burden in order to obtain any Consentcomply with this Section 6.04(a). (b) If any party hereto or any Affiliate thereof receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated herebyTransactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such information and/or documentary request. (c) The parties Seller and Purchaser shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement Transactions and work cooperatively in connection with obtaining the requisite Consents of each applicable Governmental Authority, including: (i) cooperating with each other in connection with filings under the HSR Act, other antitrust or trade regulation Laws of any jurisdiction, and any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementTransactions; (ii) furnishing to the other party (in the case of competitively sensitive information, on an outside counsel only basis) all information within its possession that is required for any application or other filing to be made by the other party pursuant to the HSR Act, other competition Laws of any jurisdiction, or any Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementTransactions; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; (iv) not participating agreeing to participate in any substantive meetings, discussions meeting or presentations, whether in-person, telephonically, or via any other means, discussion with any Governmental Authority in connection with proceedings under or relating to the HSR Act, other competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction in connection with the transactions contemplated by this AgreementTransactions, unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat; and (v) consulting and cooperating with one another in connection with all 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, competition Laws of any jurisdiction, or Laws regulating foreign investment of any jurisdiction, in connection with the transactions contemplated by this AgreementTransactions. (d) Nothing in this Section 5.04 shall be deemed to require Purchaser or any Subsidiary of Purchaser to agree to (i) dispose of or transfer any asset or business; (ii) license or otherwise make available to any Person any technology or other intellectual property rights associated with any such asset or business; (iii) hold separate any assets or operations (either before or after the Closing Date) or (iv) change or modify any course of conduct or otherwise making any commitment (to any Governmental Authority or otherwise) regarding future operations of Purchaser’s or any of its Subsidiaries’ businesses. (e) Prior to deciding whether to provide any commitment to any antitrust, competition or similar Governmental Authority granting an additional time period to review the Transactions or committing not to close the Transactions during such review period or to deciding whether to withdraw and refile any filing made under the HSR Act (any such commitment or decision, an “Antitrust Extension Decision”), each of Purchaser and Seller will consult with and consider in good faith the views of the other in connection therewith. Subject to the immediately preceding sentence, (i) during the period from the date hereof until June 30, 2010, Purchaser shall have the sole right to make any Antitrust Extension Decision without Seller’s consent and (ii) from and after June 30, 2010, any Antitrust Extension Decision shall require the consent of each of Purchaser and Seller, which consent shall not be unreasonably withheld or delayed.