Common use of Efforts; Further Assurances Clause in Contracts

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto shall (and the Seller shall cause the Company to) use its commercially reasonable best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At , including (i) prosecuting the request of BuyerTelecom Regulatory Applications in good faith and with due diligence before the FCC, each of Seller the State PUCs and the Company Public Right-of-Way Licensors, and in connection therewith shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval take such actions as may be necessary or reasonably required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consentsthe Telecom Regulatory Applications, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant furnishing to the HSR Act within two Business Days of applicable Governmental Authorities any requested documents, materials, or other information in order to obtain the date hereof FCC Consents, the State PUC Consents and shall supply the Public Right-of-Way Consents as expeditiously as practicable, and (ii) preparing and filing as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not all documentation to consummate effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action. In addition, to the transactions contemplated herebyextent practicable and permitted by applicable Law, except with the prior written consent of parties hereto shall use their commercially reasonable efforts to (i) promptly notify the other parties hereto party of any communication (such consent not other than non-substantive communications) to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under that party from any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division Governmental Authority or any other Governmental Authority or Person party with respect to the transactions contemplated hereby so Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to enable the Closing first party to occur attend and participate in substantive meetings (telephonic or otherwise) with the FCC, any State PUC or Public Right-of-Way Licensor or other Governmental Authority and (iii) permit the other party to review in advance, as expeditiously as possiblereasonable, any proposed written communication to the FCC, State PUC, Public Right-of-Way Licensor or other Governmental Authority. Without limiting In the foregoingevent there are any petitions for reconsideration, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer appeals or similar filings made seeking to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate orderoverturn the grant of the FCC Consent or grant of any State PUC Consent or Public Right-of-Way Consent, or otherwise, if the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the CompanyFCC, or otherwise offer a State PUC or Public Right-of-Way Licensor seeks to take reconsider such grant on its own motion, then the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions. (and take if the offer is acceptedb) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will the parties hereto understand and agree that neither the Parent, the Buyer nor any of their respective Affiliates shall be obligated to offer or agree to or accept any undertaking or condition(and without Buyer’s prior written consent, to Seller will not and will cause the Company not to) (i) enter into any consent decreesettlement, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction stipulation or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action agreement with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated hereby or by this Agreement and (D) furnish the other party Transaction Documents; (ii) sell, divest, license, transfer, dispose or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with copies respect to, any of all correspondencethe assets, filings and communications (and memoranda setting forth properties or businesses of the substance thereof) between them and Parent, the Buyer, the Company or any of their respective Affiliates on (other than Seller and its Affiliates (other than the one handCompany)); (iii) litigate, and challenge or take any Governmental Authority on the other hand, action with respect to this Agreementany Action by any Person, except that including any materials concerning one party’s valuation Governmental Authority; or (iv) agree to do any of the other party or foregoing. Notwithstanding the transactions contemplated by this Agreementforegoing, or any party’s material financial information, may be redacted. (b) In at the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality written request of the transactions contemplated hereby or seeks damages in connection therewithBuyer, the parties Seller shall cause the Company to agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction take any of the actions described in clauses (i) or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment (ii) of the previous sentence to the consummation extent such action is conditioned upon the occurrence of the transactions contemplated herebyClosing and is without liability to the Seller. (c) Each party The Seller shall give prompt written notice cause the Company to comply with its covenants and obligations under this Agreement to the other parties of the occurrence, extent compliance with such covenants and obligations is required on or failure prior to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in pursuant to the failure to satisfy any terms of the conditions specified in Article VIIthis Agreement. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto shall Buyer and Seller will use its their reasonable best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request , including (x) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of Buyerinformation, each of Seller applications and the Company shall cooperate with Buyer other documents and use its reasonable best efforts to obtain each third-party consent (y) obtaining and approval required under each of the Contracts maintaining all approvals, waivers, consents, registrations, permits, authorizations and other confirmations required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Sellerobtained from any Governmental Authority or other third party that are necessary, the Company and Buyer will use its reasonable best efforts proper or advisable to obtain consents of all Governmental Authorities necessary to the consummation of consummate the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including without limitation the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant STB Approval. (b) Notwithstanding anything herein to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoingcontrary, the Company, Seller, Buyer and their respective Affiliates this Section 5.03 shall not extend require any waiting period Party or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to: (i) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates toA) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, order or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as any material portion of the Closingbusinesses, product lines or assets of Buyer, any of its Affiliates, the Company or any Subsidiary of the Company, (B) terminate or materially modify existing relationships, contractual rights or obligations of Buyer or its Affiliates (including those of the Company Group), (C) otherwise offer take or commit to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ (and take if including the offer is acceptedCompany Group’s) any freedom of action which it is reasonably capable of taking in order to avoid the entry ofwith respect to, or its ability to effect retain or exercise rights of ownership or control with respect to, one or more of the dissolution ofbusinesses, any injunction, temporary restraining order product lines or other Order in any Proceeding, which would otherwise have assets of Buyer or its Affiliates (including the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or Company Group) and (D) agree to any conditions imposed by any Governmental Authority, including conditions requiring the grant of operating, haulage or accept any undertaking competitive access rights to another rail carrier over the lines currently operated by Buyer, its Affiliates or conditionthe Company Group and/or conditions imposing interchange requirements, to enter into any consent decreeoperational restrictions or standards of service in connection with such Governmental Authority’s approval or authorization of the transactions contemplated by this Agreement, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, ifwhich, in the reasonable judgment case of Buyereach of the foregoing clauses (B), such undertaking(C) and (D), condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues result in a Material Adverse Effect (each of the combined business foregoing described in any clause of this Section 5.03(b)(i), a “Material Regulatory Concession”); and (or Buyer after giving effect to the transactionsii) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action other than with respect to its ability to retain a Material Regulatory Concession agreed by Buyer, (A) defend any Legal Proceeding (including by appeal if necessary) that challenges any of the businessestransactions contemplated by this Agreement or that would otherwise prohibit, services, materially delay or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon materially impair the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities Agreement and incorporate the other party’s reasonable comments, (B) not seek to have lifted, vacated or reversed any Order or other restraint entered by any Governmental Authority with respect to this Agreement or the transactions contemplated hereby, in each case, following the End Date. (c) If requested by Buyer, Seller shall cause any applicable Company Group member to agree to participate in any meeting or substantive discussion Material Regulatory Concession; provided that (including, without limitation, i) none of Seller’s Affiliates (other than the Company Group members) shall be required to make any discussion relating Material Regulatory Concession and (ii) neither Seller nor any Company Group member shall be required to agree to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the Material Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. (d) In furtherance and not in limitation of the foregoing Section 5.03(a) and Section 5.03(c), Buyer shall promptly, but in no event later than five Business Days after the date hereof, file with the STB the appropriate and necessary documentation for the final approval, authorization or exemption, as the case may be, of the transactions contemplated by this Agreement 49 U.S.C. § 11323 et seq. (the “STB Approval”). Buyer shall have the sole responsibility (subject to Section 5.03(e) and with Seller’s reasonable cooperation) for obtaining the STB Approval, at Buyer’s sole cost and expense, including paying all filing fees and other payments to the STB required in connection with this Section 5.03(d). Following submissions necessary for the STB Approval, Buyer and Seller shall, and shall cooperate in all respects, to the extent permitted under Applicable Law, to obtain the STB Approval. (e) Subject to Applicable Law relating to the sharing of information, each Party shall (i) as promptly as practicable, furnish the other Party with copies of all documents (including documents containing Confidential Information to the extent subject to a protective order from the applicable Governing Authority permitting disclosure and sharing thereof, but excluding documents for which confidential treatment against disclosure and sharing thereof has been requested or given by the applicable Governmental Authority) and correspondence (A) prepared by or on behalf of such Party for any Governmental Authority; and (B) received by or on behalf of such Party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and, for the avoidance of doubt, excluding any interactions between Seller or the Company Group members and any Governmental Authority in the ordinary course of business; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Business to be acquired hereunder, (y) as necessary to comply with contractual obligations, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, (ii) afford the other Party opportunity, in advance, to review, comment on and participate in any correspondence prepared by or on behalf of such Party for any Governmental Authority, and (iii) use Commercially Reasonable Efforts to consult with and keep the other Party informed as to the status of such matters. Further, no Party shall, nor shall it permit any of its Representatives to, meet or engage in material conversations with any Governmental Authority or Representative of such Governmental Authority in connection with obtaining any such consent, authorization, order and approval unless it consults with the other party and its representatives Party in advance and invites the other party’s representatives to attendand, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, not precluded by Applicable Law or written materials submitted to, any Governmental Authority in connection with the transactions contemplated regulation or exempted by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of offers the other party Party the opportunity to participate in such meeting or conversation. Neither Seller nor Buyer shall, and each shall cause its Affiliates and Representatives not to, take, refrain from taking or cause to be taken, any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities, including the STB Approval. (f) Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company Group members, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions herein providedset forth in this Agreement, each of the parties hereto shall will use its all reasonable best efforts to take, or cause to be taken, all actionactions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this AgreementAgreement as expeditiously as practicable and to ensure that the conditions set forth in Article VI are satisfied. At In furtherance and not in limitation of the request of Buyerforegoing, each party hereto agrees, if required, (i) to make an appropriate filing of Seller a Notification and Report form pursuant to the Company shall cooperate HSR Act with Buyer and use its respect to the transactions contemplated hereby as promptly as practicable (including using reasonable best efforts to obtain make such filing within ten Business Days of the date of this Agreement), (ii) to supply as promptly as reasonably practicable any additional information and materials that may be requested pursuant to the HSR Act and (iii) use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration of the applicable waiting period under the HSR Act as soon as practicable. Without limiting the generality of the foregoing, and subject to Section 5.3(b), the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall each third-(1) furnish to the other such necessary information and reasonable assistance as the other party consent may reasonably request in connection with the foregoing, (2) reasonably cooperate in all respects with each other in connection with any filing or submission and approval required in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (3) keep the other party reasonably informed of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding the transactions contemplated hereby and (4) permit the other party to review any material communication given by it to, and consult with each other in advance of meeting with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person and, to the extent permitted by such Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.5(a), if any objections are asserted by any Governmental Entity with respect to the transactions contemplated hereby under any applicable U.S. antitrust Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Entity challenging that any of the transactions contemplated hereby violates any U.S. antitrust Law, each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company Buyer and Buyer will Merger Sub shall use its reasonable best efforts to obtain consents of and take all Governmental Authorities actions necessary to the resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred , including, in order to resolve such objections or suits, selling, holding separate or otherwise disposing of or conducting the Company’s business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct the Company’s business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of the Company’s assets or the assets of its Subsidiaries or the conducting of the Company’s business in a manner which would resolve such objections or suits. (c) In connection with the matters contemplated by this Agreement, the Company will use commercially reasonable efforts prior to the Closing Date to give all required notices to third parties and to obtain all required third party consents as Buyer may request; provided that the Company shall not make, nor shall commercially reasonable efforts be deemed to require the Company to make, any payment to any such third party (other than to the extent reimbursed by Buyer) or amend any Contract with any such third party or be required to undertake extraordinary or unreasonable measures to facilitate such consent). Buyer shall cooperate and use its commercially reasonable efforts to assist the Company in obtaining such consents; provided, including that Buyer shall not be required to undertake extraordinary or unreasonable measures and Buyer shall have no obligation to make any payments or agree to any amendments to any Contract as part of such cooperation and assistance. (d) The Company will not (i) file with the HSR Act filing feeSEC any amendments to its Registration Statement on Form S-1, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed (ii) print or use any form of prospectus contained therein or (iii) conduct any roadshow or take, or permit any Representatives to by take, any action for the partiespurpose of promoting any offering of Company capital stock without the approval of Buyer; provided, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of however, notwithstanding the foregoing, the Company, Seller, Buyer Company and their respective Affiliates its Representatives shall not extend be prohibited from making any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted amendments required by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking SEC in order to avoid the entry of, forced involuntary withdrawal of such Registration Statement or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take from taking any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business actions (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of other than those businesses in the twelve expressly prohibited by clauses (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable commentsi), (Bii) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (Diii) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereofabove) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for any such offering or in furtherance of the ClosingRegistration Statement.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, Buyer shall, and shall cause each of the parties hereto shall its Affiliates to, use its commercially reasonable best efforts and the Company will use its commercially reasonable efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Laws Laws, and regulations cooperate as reasonably requested by the other parties, to consummate and make effective implement expeditiously each of the transactions contemplated by this Agreement and the Additional Agreements (including (i) the receipt of all applicable Governmental Approvals, (ii) satisfying the closing conditions set forth in ARTICLE VI and (iii) consummating the PIPE Investment). The parties shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. At Without limiting the request generality of Buyerthe foregoing, each of Seller and the Company shall, and shall cooperate with Buyer and cause its Subsidiaries to, use its their commercially reasonable best efforts to obtain each third-third party consent and approval Consent that is required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to for the consummation of the transactions contemplated by this AgreementAgreement and the Additional Agreements. All governmental filing Notwithstanding the foregoing, in no event shall the Company or Buyer be obligated to pay any monetary compensation (for the avoidance of doubt, excluding the payment of administrative, filing, application, processing or similar fees incurred or charges) or grant any concession in connection with obtaining such consentsany Consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period authorizations or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking approvals required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with consummate the transactions contemplated by this Agreement pursuant to the terms of any Contract to which any is a party. Buyer and (D) furnish the other party with copies of Company shall use commercially reasonable efforts to take all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, actions as may be redacted. (b) In the event any Proceeding requested by any such Authority to obtain all applicable Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated herebyApprovals. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement and Law, each Buyer shall, and shall cause its Affiliates to, and Seller shall and shall cause its Affiliates involved in the Business (including the other members of the parties hereto Seller Group) to, and each Party shall cause its Representatives to, cooperate and use its their respective reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) during the Interim Period to take, or cause to be taken, all actionactions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement. At Agreement as soon as reasonably practicable and to take such actions or do such things as the other Party may reasonably request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts in order to obtain each third-party consent and approval required under each cause any of the Contracts required conditions to such other Party’s obligation to consummate such transactions specified in Article VII to be listed on Section 3.3 fully satisfied. (b) Seller shall not (and shall not permit any of its Affiliates involved in the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consentsBusiness, including the HSR Act filing feeSeller Group, shall be borne by to), and Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause not permit any of its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decreeagreement, to make complete any divestiture of any interest in any real property, leasehold transactions or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action that would reasonably be expected to involve materially delay or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to prohibit the consummation of the transactions contemplated hereby. (c) Each party Seller and Buyer each agree that from time to time after the Closing Date, they shall give prompt written notice execute and deliver or cause their respective Affiliates (including, with respect to Buyer, causing the Company) to execute and deliver such further instruments, and take (or cause their respective Affiliates, including, with respect to Buyer, causing the Company to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement and the other parties of the occurrenceTransaction Documents, or failure including, with respect to occurBuyer, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in set forth under Section 6.4(d6.4(c) of the Company Seller Disclosure Letter in preparation for the ClosingSchedule.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto party shall use its commercially reasonable best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Laws Laws, and regulations cooperate as reasonably requested by the other parties, to consummate and make effective implement expeditiously each of the transactions contemplated by this Agreement. At Agreement (including the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents receipt of all applicable Governmental Authorities Approvals). The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or reasonably desirable in order to the consummation consummate or implement expeditiously each of the transactions contemplated by this Agreement. (b) The Purchaser Parties and the Company shall use commercially reasonable efforts to take all actions as may be requested by any such Authority to obtain all applicable Governmental Approvals. All governmental filing fees incurred In furtherance and not in connection with obtaining such consents, including limitation of the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the partiesforegoing, each applicable party hereto shall agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, and such initial filing shall request early termination of any applicable waiting period under the HSR Act, as promptly as practicable and in any event within two ten (10) Business Days of the date hereof and shall to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material or documents that may be requested pursuant to the HSR Act. Without limitation Act and to use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any applicable waiting period or comparable period periods under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur soon as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redactedpracticable. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of Parent, the parties hereto shall Merger Subs and the Acquired Companies will use its commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its including using commercially reasonable best efforts to obtain each third-party consent and approval (i) determine whether any action by or in respect of, or filing with, any Governmental Authority is required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to in connection with the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall (ii) supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to any Applicable Law in connection with the HSR Act. Without limitation of the foregoingtransaction contemplated by this Agreement, the Company, Seller, Buyer (iii) prepare and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement file as promptly as practicable with any Governmental Authority not all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or take any other required action (including (A) with respect to the Acquired Companies, making all filings with the relevant Governmental Authorities of change in control applications in connection with the acquisition of Company Trust Subsidiaries no later than Applicable Law with respect to the Acquired Companies requires and (B) with respect to each of the parties hereto, preparing and making all filings and notifications required of them under applicable Money Transmitter Laws and Virtual Currency Business Laws in connection with the transactions contemplated hereby) and (iv) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated herebyby this Agreement; provided that the parties hereto understand and agree that neither Parent, except with the nor any Acquired Company, nor any of their Affiliates shall be obligated to (and, without Parent’s prior written consent consent, no Acquired Company shall agree to do any of the other parties hereto (such consent not to be unreasonably withheld, conditioned, following specifically in pursuit of or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable in satisfaction of taking to avoid or eliminate impediments under a condition for any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other approval from a Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effectAuthority), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, “commercially reasonable efforts” will in no event will Buyer require, or be obligated construed to offer require, Parent, any Acquired Company or agree any of their Affiliates to or accept any undertaking or condition, to (A) enter into any consent decreesettlement, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiturestipulation or Contract with any Governmental Authority, restriction (B) litigate, defend, challenge or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability any Action by any Person, including any Governmental Authority (including taking any steps or actions to retain defend against, vacate, modify or suspend any injunction or Order, including any injunction related to a private cause of the businesses, services, or assets of the Company or any of its Subsidiaries, provided action that such action shall be conditioned upon the would prevent consummation of the transactions contemplated by this Agreement. Each Agreement or any other Transaction Document), (C) agree, propose, negotiate, offer or commit to divest, license, lease, dispose of, transfer, encumber or otherwise hold separate (including by establishing a trust or otherwise), or take any other action with respect to, any of its, any Acquired Company’s or any of their respective Affiliates’ businesses, operations, product or service lines, assets or properties, (D) terminate or modify existing relationships, contractual rights or obligations of the affected party shall or any of its respective Affiliates, (E) take or commit to take actions that after the Condition Satisfaction Date would limit the affected party’s or any of its Affiliates’ freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of any of their businesses, operations, product or service lines, assets or properties, or (F) agree to do any of the foregoing, in each case, in connection with the transactions contemplated hereby and by the other Transaction Documents, in each case, to the extent that taking any of the actions described in the preceding clauses (A) promptly notify through (F) would reasonably be expected to be adverse, in any material respect, to Parent and its Affiliates or the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, Acquired Companies (any of the foregoing Governmental Authorities actions described in this proviso, a “Burdensome Condition”). Notwithstanding the foregoing, at the written request of Parent, the Company shall, and incorporate shall cause the other party’s reasonable commentsAcquired Companies to, (B) not agree to participate take any of the actions described in any meeting the previous sentence to the extent such action is conditioned upon the occurrence of the Closing. With respect to the foregoing, each of the Parent Parties and the Company agree to execute and deliver, or substantive discussion cause to be executed and delivered (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, in the timing of any waivers, Permits or Orders, and any agreement regarding the timing case of the consummation of Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with Agreement and the other party Transaction Documents. Each of the Parent Parties and its representatives in advance and invites the Company shall promptly notify the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, parties hereto of any filing made with, or written materials submitted to, notice from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Documents. For the avoidance of doubt, (x) neither the Company nor any of the Parent Parties are making any representation or warranty as to the receipt or the likelihood of receiving any approval, consent, registration, permit, authorization or any other confirmation from any Governmental Authority in connection with the transactions contemplated by this Agreement or the other Transaction Agreements, and (Dy) that clauses (A) and (F) above do not limit the ability of Parent, any Acquired Company or any of their Affiliates, as applicable, to enter into capital and liquidity support agreements that the OCC may require in connection with the ability of BitGo Trust Company, Inc. to obtain an OCC Trust Charter and conduct business as a national trust bank. (b) In furtherance and not in limitation of Section 9.01(a), as promptly after the date hereof as reasonably practicable, but no later than 10 Business Days after the date of this Agreement, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (and shall, if available, request early termination of the waiting period associated therewith) and any other filings required pursuant to any other applicable antitrust laws. To the extent permitted under Applicable Law, each of Parent and the Company shall furnish to the other party such necessary information and reasonable assistance as the other may request in connection with copies its preparation of all correspondence, filings any filing or submission that is necessary under the HSR Act or any other applicable antitrust laws and shall keep each other apprised of the status of any communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one handwith, and any inquiries or requests for additional information from, any Governmental Authority on in connection with such filings or submissions. Parent, after prior, good faith consultation with the Company and after considering, in good faith, the Company’s views and comments, shall have the right to control and direct all interactions (including all correspondences, meetings, proposals and negotiations) with Governmental Authorities in connection with all notices, filings, approvals or clearances sought in connection with the transactions contemplated by the Transaction Documents, including under the HSR Act and any other handapplicable antitrust laws; provided that, if permitted by Applicable Law, Parent shall afford the Company a reasonable opportunity to participate in any such interactions. (c) In furtherance and not in limitation of Section 9.01(a), as soon as reasonably practicable following the date hereof, Parent shall prepare and submit a change in control application for each Company Trust Subsidiary consistent with respect Applicable Law related to the change of ownership and control of each Company Trust Subsidiary. To the extent permitted under Applicable Law, Company shall, and shall cause any Acquired Company to, furnish to Parent such necessary information and reasonable assistance as Parent may request in connection with its preparation of any filing or submission that is necessary related to such change in control for each Company Trust Subsidiary and Parent and Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in connection with such filings or submissions. Parent shall have the right to control and direct all interaction (including all correspondences, meetings, proposals and negotiations) with Governmental Authorities in connection with all notices, filings, approvals or clearances sought in connection with such change in control for each Company Trust Subsidiary; provided that, if permitted by Applicable Law, Parent shall afford the Company the right to participate in such interactions and to review all such filings and submissions a reasonable amount of time prior to the submission thereof. (d) In furtherance and not in limitation of Section 9.01(a), as soon as reasonably practicable following the date hereof, the Company shall cause the Company Broker-Dealer Subsidiary to prepare and submit a FINRA Application consistent with the requirements of FINRA Rule 1017 seeking approval of the change of ownership and control of the Company Broker-Dealer Subsidiary in connection with the transactions contemplated by this Agreement, except that any materials concerning one party’s valuation . The Form of the other party FINRA Application shall be subject to the approval of Parent, which approval shall not unreasonably be withheld, conditioned or delayed. Parent shall (and shall cause its Affiliates to) timely provide to the Company all information required to complete the FINRA Application and respond to any further FINRA requests in connection therewith. Parent acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, the Company and the Company Broker-Dealer Subsidiary shall not be obligated to take any action that could reasonably be expected to give rise to any requirement for a FINRA Application pursuant to FINRA Rule 1017(a)(5) for approval of any material change in business operations of the Company Broker-Dealer Subsidiary in connection with the transactions contemplated hereby prior to the Closing. (e) In furtherance and not in limitation of Section 9.01(a), as soon as reasonably practicable following the date hereof, to the extent that the Parent Broker-Dealer Subsidiary will undergo a change of ownership for purposes of FINRA Rule 1017 as a result of the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In Parent shall cause the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality Parent Broker-Dealer Subsidiary to prepare and submit a materiality consultation request with FINRA membership application program staff seeking approval of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation change of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrenceownership, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VIIa FINRA Application if required by FINRA. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of Parent, Purchaser, Merger Sub, the parties hereto shall Surviving Company, PEG Holdings and the Company will use its reasonable best efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At , including (i) determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the request of Buyer, each of Seller and the Company shall cooperate Required Governmental Approvals) is required in connection with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement, (ii) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action, including the filings in respect of the Required Governmental Approvals, and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals. All governmental filing fees incurred Each of Parent, Purchaser, Merger Sub, PEG Holdings and the Company agree to execute and deliver, or cause to be executed and delivered (including, the case of the Company, by causing the other Acquired Companies to execute and deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company shall promptly notify the other parties hereto of any written notice from any Governmental Authority in connection with obtaining such consentsthe transactions contemplated by this Agreement or the Transaction Documents. (b) In furtherance and not in limitation of the foregoing, including as promptly after the HSR Act filing feedate hereof as reasonably practicable, shall be borne by Buyer (i) each of Parent and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act within two Business Days of with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation Act and take all other actions necessary to cause the expiration or termination of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any applicable waiting period or comparable period periods under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate as soon as practicable, and (ii) Purchaser shall prepare and the transactions contemplated hereby, except relevant party shall submit the filings and notices associated with the prior written consent Required Governmental Approvals. Each of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller Parent and the Company shall agree furnish to divest, hold separate the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or otherwise commit to take any action submission that limits its freedom of action with respect to its ability to retain any is necessary under the HSR Act and shall keep each other apprised of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party status of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made communications with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, inquiries or written materials submitted torequests for additional information from, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party such filing or the transactions contemplated by this Agreement, or any party’s material financial information, may be redactedsubmission. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto shall Buyer Parties and Seller will use its commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of Seller, by causing the Acquired Companies to take), all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. (b) In furtherance of the foregoing, (i) the Parties shall make an appropriate filing, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event, within ten (10) Business Days) after the date of this Agreement, and (ii) submit notifications (including draft notifications, as applicable), filings, notices and other required submissions pursuant to the Competition Laws of the other jurisdictions set forth on Schedule 5.03(a) with respect to the transactions contemplated by this Agreement promptly (and in any event, within ten (10) Business Days) after the date of this Agreement. At Subject to the request provisions of Buyerthis Section 5.03, each of Seller the Parties shall (and shall cause its Affiliates to) promptly provide all reasonably requested information to the Company other’s Representatives in order to permit the preparation and submission of complete notifications, filings, notices and other submissions pursuant to Competition Laws as promptly as reasonably practicable. Each of the Parties shall cooperate with Buyer (and shall cause its Affiliates to) use its reasonable best efforts to obtain comply with any Information or Document Request as promptly as reasonably practicable and shall promptly cooperate in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any Competition Authority. Without limiting the generality of the foregoing, each third-party consent Buyer Party agrees to take (and approval required under each Buyer Party’s “reasonable best efforts” shall expressly include the taking of), and cause each of its Affiliates to take all actions that are necessary or advisable or as may be required by any Competition Authority to consummate the Contracts required transactions contemplated by this Agreement as promptly as reasonably practicable (and in any event prior to be listed the End Date), including (A) taking all actions necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on Section 3.3 behalf of any Competition Authority or otherwise in connection with any Competition Law or the Company Disclosure Letter. Each issuance of Sellerany Order that would enjoin, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred , (B) proffering and agreeing to sell, license or otherwise dispose of or hold separate (1) any entities, assets or facilities of any Acquired Company Entity after the Closing or (2) any entity, facility or asset of such Buyer Party or any of its Affiliates before or after the Closing, (C) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in connection a breach of a material contractual obligation to a third party), (D) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with obtaining a third party) and entering into such consentsnew licenses or other agreement, (E) contesting and resisting (including the HSR Act filing feethrough litigation) any Action that is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of Completion Laws, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed committing to by the partieshave vacated, each party hereto shall make an appropriate filing pursuant lifted, reversed, or overturned prior to the HSR Act within two Business Days End Date any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebyby this Agreement, except with including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the prior written consent of the other parties hereto Parties decide that litigation is not in their respective best interests and (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates toF) offer otherwise offering to take (and if such offer is accepted, or offering to commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, and promptly taking or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or committing to take any other such action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to any of the assets or business of the Buyer Parties, any of their Affiliates, any Acquired Company Entity, or its ability to retain any of the businesses, services, or assets of the Company or any of its SubsidiariesAcquired Companies, provided that in each case, at such action shall time as may be conditioned upon necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the End Date. (c) The Buyer Parties, on the one hand, and Seller, on the other hand, shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Authority relating to the transactions contemplated by this Agreement. Each party shall ; provided that such materials may be redacted to (A) promptly notify the other party of any written remove references to commercially or oral communication to that party from the FTCcompetitively-sensitive information, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) address attorney-client privilege (or similar privileges) or confidentiality concerns. The Buyer Parties, on the one hand, and Seller, on the other hand, agree not agree to participate in any substantive meeting or substantive discussion (includingdiscussion, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments either in person or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) telephone with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish unless it consults with the other party with copies Party in advance and, to the extent not prohibited by such Governmental Authority, gives the other Party the opportunity to attend and participate in such meeting or discussion. (d) During the period from the date of all correspondencethis Agreement and continuing until the earlier of the termination of this Agreement or the Closing, filings except as required by this Agreement, each Buyer Party and communications its Affiliates shall not enter into any acquisition (and memoranda setting forth whether by merger, stock acquisition, business combination or otherwise) or permit such acquisition to be entered into by Buyer Parent or any of its Subsidiaries, that would materially impair or materially delay any Buyer Party’s ability to consummate the substance thereof) between them and transactions contemplated by this Agreement or perform its obligations hereunder. Without limiting the generality of the foregoing or any other provision of this Agreement, no Buyer Party or any of their respective Affiliates on shall acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any amounts of assets of or any equity in any other Person or any business or division thereof, unless that acquisition or agreement would not reasonably be expected to (i) materially increase the one handrisk of not obtaining any authorizations, and consents, orders, declarations or approvals of any Governmental Authority on necessary to consummate the transactions contemplated by this Agreement under any Competition Laws or the expiration or termination of any waiting period under the HSR Act or any other handCompetition Law, with respect to this Agreement, except that or (ii) increase the risk of any materials concerning one party’s valuation Governmental Authority entering an Order prohibiting the consummation of the other party or the transactions contemplated by this Agreement, or increase the risk of not being able to remove any party’s material financial informationsuch Order on appeal or otherwise, may be redactedin each case, as a result of any Competition Laws. (be) In Notwithstanding anything to the event any Proceeding by any Governmental Authority or other Person is commenced which questions contrary in this Agreement, Buyer Parent shall be entitled to direct the validity or legality defense of the transactions contemplated hereby by this Agreement and the other Transaction Documents before any Governmental Authority and to take the lead in the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Authorities regarding (x) the expiration or seeks damages termination of any applicable waiting period under the HSR Act and (y) any other Competition Laws, so long as (i) Buyer Parent’s actions in connection therewiththerewith are in accordance with, and consistent with, Buyer Parent’s obligations under this Agreement (including this Section 5.03), and (ii) Buyer Parent shall consult with Seller and its counsel in advance regarding the parties agree matters described in this Section 5.03(e) (including in respect of the strategy to cooperate obtain such consents and use -34- reasonable best efforts the defense of the transactions contemplated by this Agreement and the other Transaction Documents before any Governmental Authority), and consider in good faith all recommendations of Seller and its counsel. (f) Seller shall make an appropriate notification to defend against such Proceeding and, if an injunction or other Order is issued the OIO (the “OIO Notification”) with respect to the acquisition of Buyer Parent Common Stock contemplated by this Agreement promptly (and in any such Proceedingevent, within five (5) Business Days) after the date of this Agreement. Buyer Parent shall, and shall cause its Subsidiaries to, promptly provide all reasonably requested information to Seller’s Representatives in order to permit the preparation and submission of a complete notification with the OIO as promptly as reasonably practicable and within the time period prescribed in the preceding sentence. Seller shall, and shall cause its Affiliates to, use reasonable best efforts to have such injunction comply with any information or document request related to the OIO Notification as promptly as reasonably practicable and shall promptly cooperate in connection with resolving any investigation or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of inquiry concerning the transactions contemplated hereby. (cby this Agreement commenced under the OIO. Seller shall, and shall cause its Affiliates to, take all steps reasonably necessary to satisfy the condition set forth in Section 8.01(b) Each party shall give prompt written notice as promptly as reasonably practicable and in any event prior to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VIIEnd Date. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At The Company shall use its commercially reasonable efforts to obtain, at its sole expense, all such waivers, consents or approvals from Governmental Authorities or third parties and to give all such notices to Governmental Authorities and third parties, as are required to be listed in Schedule 3.4 hereto. Parent shall cooperate with the request of BuyerCompany in obtaining all such waivers, each of Seller 50 consents or approvals, as may be reasonably requested by the Company in connection therewith. Parent shall use its commercially reasonable efforts to obtain, at its sole expense, all such waivers, consents or approvals from Governmental Authorities or third parties and the to give all such notices to Governmental Authorities and third parties, as are listed in Exhibit 6.3(b) hereto. The Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to Parent in obtaining all such waivers, consents or approvals, as may be listed on Section 3.3 of the Company Disclosure Letterreasonably requested by Parent in connection therewith. Each of Seller, the Company and Buyer will use party shall bear its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees own costs incurred in connection with obtaining such consents. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, including neither Parent nor any of its Affiliates shall have any obligation to consummate the acquisition of the Spheris Business (as defined in Section 5.9) and, in any case, any such acquisition of the Spheris Business will be completed on terms deemed acceptable to Parent and/or its Affiliates in their sole discretion. (b) Each of Parent and the Company shall pay one-half of the HSR Act filing fee, shall be borne by Buyer fee and treated in accordance with Section 10.4any applicable foreign antitrust filing fees. Unless otherwise agreed to by the parties, each Each party hereto shall make an appropriate filing filing, if necessary, pursuant to the HSR Act (and any applicable foreign antitrust laws) with respect to the transactions contemplated by this Agreement within two ten Business Days after Parent and/or any of its Affiliates have entered into a definitive purchase agreement to acquire the date hereof Spheris Business (any such agreement, a "Spheris Agreement"), and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR ActAct (and any applicable foreign antitrust laws). Without limitation of the foregoing, the Company, Seller, Buyer Newco and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act (or similar any applicable foreign antitrust or competition Laws laws) or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closinghereto. Notwithstanding anything in this Agreement herein to the contrary, Parent, Company and their Affiliates shall not be required to consent to any divestiture or other structural or conduct relief in no event will Buyer order to obtain clearance from any Governmental Authority and Parent, Company and their Affiliates shall not be obligated to offer contest, administratively or agree to in court, any ruling, order or accept any undertaking or condition, to enter into any consent decree, to make any divestiture other action of any interest in any real property, leasehold Governmental Authority or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of private party respecting the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (bc) In the event any Proceeding claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree agree, subject to the reasonable business judgment of each, to cooperate and use -34- reasonable best efforts to defend against such Proceeding claim, action, suit, investigation or other proceeding and, if an injunction or other Order order is issued in any such Proceedingaction, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall Parties agrees to use its reasonable best efforts Commercially Reasonable Efforts and act in good faith to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions assignments contemplated by this Agreement and to cooperate in connection with the foregoing. Without limiting the generality of the foregoing, (Di) furnish Seller shall use its Commercially Reasonable Efforts to obtain all necessary waivers, consents and approvals from other parties to applicable Assigned Contracts (the “Required Consents”), (ii) each of Seller and Buyers shall use its respective Commercially Reasonable Efforts to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) each of Seller and Buyers shall use its respective Commercially Reasonable Efforts to lift or rescind any injunction or restraining order or other party with copies order adversely affecting its ability to consummate the assignments contemplated hereby, (iv) each of Seller and Buyers shall use its respective Commercially Reasonable Efforts to effect all correspondence, necessary registrations and filings and communications submissions of information requested or required by Governmental Entities, (v) Seller shall use its Commercially Reasonable Efforts to fulfill all of the conditions to Buyers’ obligations to consummate the assignments contemplated hereby and memoranda setting forth (vi) each Buyer shall use its Commercially Reasonable Efforts to fulfill all of the substance thereof) between them conditions to Seller’s obligations to consummate the assignments contemplated hereby. Each of Seller and their respective Affiliates on the one hand, Buyers further covenants and any Governmental Authority on the other handagrees, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party a threatened or the transactions contemplated by this Agreement, pending preliminary or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an permanent injunction or other Order is issued in any such Proceedingorder, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the assignments contemplated hereby, to use reasonable best efforts their respective Commercially Reasonable Efforts to have such injunction prevent the entry, enactment or other Order liftedpromulgation thereof, and to cooperate reasonably regarding any other impediment to as the consummation of the transactions contemplated herebycase may be. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of XxxxxBuyer, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of XxxxxBuyer, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the parties hereto Purchaser and Seller shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this AgreementAgreement and the Transaction Documents. At the request of Buyer, each Each of Seller and the Company Purchaser shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent the Consents or waivers, as applicable, of all Governmental Authorities, including, without limitation, the Consents and approval required under each of waivers contemplated by Section 9.1(c) and (d) in connection with the Contracts required to be listed on Section 3.3 of transactions contemplated by this Agreement and the Transaction Documents. Seller shall, and shall cause the Company Disclosure Letter. Each of Sellerto, the Company and Buyer will use its reasonable best efforts to obtain consents the Consents or waivers, as applicable, of all Governmental Authorities other third parties, necessary to the consummation of the transactions contemplated by this AgreementAgreement and the Transaction Documents. All governmental filing fees costs incurred in connection with obtaining such consents, including the HSR Act filing fee, Consents and waivers shall be borne by Buyer the party incurring them. Without limiting the generality of the foregoing, as promptly as practicable after the date of this Agreement, Purchaser shall make an appropriate filing, if necessary, pursuant to the Competition Act with respect to the transactions contemplated by this Agreement, and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto Seller shall make an appropriate filing pursuant to the HSR Act within two Business Days Subsoil Use Law. Each of the date hereof Purchaser and Seller shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Competition Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possibleSubsoil Use Law. Without limiting the foregoing, Buyer Seller and Purchaser (i) shall reasonably cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 8.3, including, subject to applicable Law and the parties’ reasonable understanding of Competition Agency and Ministry of Oil and Gas policy with regard thereto, by permitting counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any filings or submissions to any Governmental Authority and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and shall cause its Affiliates toadvisors) propose, negotiate, offer to commit with any Governmental Authority and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, information supplied by such party and such party’s Subsidiaries to a Governmental Authority or received from such a Governmental Authority in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action connection with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party , (ii) shall (A) promptly notify furnish to the other party such information and assistance as such other party reasonably may request in connection with the preparation of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication submissions to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted toagency proceedings by, any Governmental Authority in connection with the transactions contemplated by this Agreement and Agreement, (Diii) furnish shall promptly inform the other party with copies of all correspondence, filings and any communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one handwith, and any written inquiries or requests for information from, such Governmental Authority on the other hand, Authorities in connection with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by the Agreement and (iv) shall consult with the other party in advance of any meeting or conference, whether in person or by telephone, with any such Governmental Authority or, in connection with any proceeding by a private party, with any other Person. Purchaser shall cause the Company to notify the Competent Authority of the Closing within five (5) days after the Closing occurs. Notwithstanding anything to the contrary in this Agreement, Purchaser and its Affiliates may enter into or complete any party’s material financial information, may be redactedtransactions (including any merger or acquisition) during or after the period from the date of this Agreement through the earlier of the Closing Date and the termination of this Agreement. (b) In the event any Proceeding claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which raises questions about the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties Purchaser and Seller agree to cooperate reasonably and use -34- reasonable best efforts to defend against such Proceeding claim, action, suit, investigation or other proceeding; provided that Purchaser shall have the sole right to direct and control the defense of such claim, action, suit, investigation or other proceeding with counsel of its own choosing, and Seller may, at its own expense, participate therein with counsel of its own choosing. Purchaser and Seller agree to use their reasonable best efforts to take or agree to take all such other actions or non-actions as may be required to obtain any and all necessary governmental, judicial or regulatory actions or non-actions, Orders, Consents, clearances and extensions, including pursuant to the Competition Act and Subsoil Use Law, and, if an injunction or other Order Order, decree, pronouncement or other action restraining or impairing the consummation of the transactions contemplated by this Agreement is issued in any such Proceedingaction, suit or other proceeding, to use reasonable best efforts to have such injunction or other Order liftedor action lifted or removed, and to cooperate reasonably regarding in all efforts to eliminate or remove any other impediment to the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to consent to any divestitures or licenses of assets, supply or exchange agreements, hold separate agreements, asset maintenance agreements or otherwise be required to commit to take any actions that would limit its or its Affiliates’ freedom of action with respect to, or their ability to retain, one or more businesses, product lines or assets. (c) Each party of Purchaser and Seller shall give prompt written notice to the other parties of (i) the occurrence, or failure to occur, of any event which occurrence or failure will would cause any representation or will reasonably likely delay warranty of Seller or Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing or that will result in the failure to satisfy any of the conditions specified in Article VII9 and such written notice shall specify the representation or warranty that has become untrue or inaccurate, and (ii) any failure of Seller or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or the documents contemplated hereby. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of Parent, Purchaser, Merger Sub and the parties hereto shall Acquired Companies will use its commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of the Company, by causing the other Acquired Companies to take), all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At , including (i) determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the request of Buyer, each of Seller and the Company shall cooperate Required Governmental Approvals) is required in connection with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental , (ii) preparing and filing fees incurred as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action, including the filings in respect of the Required Governmental Approvals, and (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Required Governmental Approvals; provided that the parties hereto understand and agree that neither Parent nor any of its Affiliates shall be obligated to (and, without Purchaser’s prior written consent, no Acquired Company shall) (A) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with obtaining such consentsthe transactions contemplated hereby, (B) divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its, any Acquired Company’s or any of their respective Affiliates’ businesses, assets or properties, (C) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority or (D) agree to do any of the HSR Act filing feeforegoing. Notwithstanding the foregoing, at the written request of Purchaser, the Company shall, and shall cause the other Acquired Companies to, agree to take any of the actions described in the previous sentence to the extent such action is conditioned upon the occurrence of the Closing. Each of Parent, Purchaser, Merger Sub and the Company agree to execute and deliver, or cause to be borne executed and delivered (including, the case of the Company, by Buyer causing the other Acquired Companies to execute and treated deliver), such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in accordance order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company shall promptly notify the other parties hereto of any written notice from any Governmental Authority in connection with Section 10.4. Unless otherwise agreed to the transactions contemplated by this Agreement or the partiesTransaction Documents. (b) In furtherance and not in limitation of the foregoing, as promptly after the date hereof as reasonably practicable, (i) each party hereto of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act within two Business Days of with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation Act and take all other actions necessary to cause the expiration or termination of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any applicable waiting period or comparable period periods under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate as soon as practicable, and (ii) Purchaser shall prepare and the transactions contemplated hereby, except relevant party shall submit the filings and notices associated with the prior written consent Required Governmental Approvals. Each of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller Parent and the Company shall agree furnish to divest, hold separate the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or otherwise commit to take any action submission that limits its freedom of action with respect to its ability to retain any is necessary under the HSR Act and shall keep each other apprised of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party status of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made communications with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, inquiries or written materials submitted torequests for additional information from, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party such filing or the transactions contemplated by this Agreement, or any party’s material financial information, may be redactedsubmission. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto shall Buyer and Seller will use its commercially reasonable best efforts to take, or cause to be takentaken (including by their respective Affiliates), all action, actions and to do, or cause to be donedone (including by their respective Affiliates), all things reasonably necessary, proper necessary or advisable desirable under applicable Applicable Laws and regulations to consummate the transactions contemplated by this Agreement and the Transaction Documents; provided that in no event shall the commercially reasonable efforts of any party hereunder be deemed to include any such party being required to (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divest or otherwise hold separate (including by establishing a trust or otherwise) or to take any other action (or otherwise agree to do any of the foregoing) with respect to any of Buyer’s, the Company’s, any of the Company’s Subsidiaries’ or any of their respective Affiliates’ businesses, assets or properties. Seller shall, and shall cause each Company to, use commercially reasonable efforts to (A) obtain any third party consents and make effective any other notifications that may be required in connection with the transactions contemplated by this Agreement or the Transaction Documents (without payment of any money) and (B) assist Buyer (without payment of any money) to obtain satisfactory title insurance for the Owned Real Property (e.g., title affidavits and authorizations). Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. At Holdco shall effect the request of Holdco Charter Amendment prior to Closing, and shall take any and all actions as may be necessary or appropriate in order to give effect to the foregoing under Applicable Law. (b) Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, each of Seller after the Closing, agree to cause the Companies, to execute and the Company shall cooperate with Buyer deliver such other documents, certificates, agreements and use its reasonable best efforts other writings and to obtain each third-party consent and approval required under each of the Contracts required take such other actions as may be necessary or desirable in order to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of consummate or implement expeditiously the transactions contemplated by this Agreement. All governmental filing fees incurred In furtherance and not in connection with obtaining such consentslimitation of the foregoing, including the HSR Act filing fee, shall be borne by each of Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within two five Business Days of the date hereof and shall to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation Act and, subject to the proviso to the first sentence of Section 5.03(a), use commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any applicable waiting period or comparable period periods under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur soon as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion practicable (including, without limitationunless Seller agrees otherwise, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, requesting the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in early termination thereof). In connection with the transactions contemplated obligations of the parties under this ‎Section 5.03, Buyer may, in its sole discretion and on one occasion only on or after the 20th day after the date hereof (or as otherwise agreed by the parties), withdraw and refile pursuant to 16 C.F.R. 803.12 its Notification and Report Form filed pursuant to the HSR Act (the “HSR Form”), so long as the HSR Form is refiled no later than the end of the second (2nd) Business Day after the withdrawal of the HSR Form. If and only if Buyer has not previously exercised its right to withdraw and refile the HSR Form pursuant to this Agreement ‎Section 5.03(b), then Seller may, in its sole discretion and on one occasion only on or after the 20th day after the date hereof (Dor as otherwise agreed by the parties), require that the Buyer withdraw and refile the HSR Form pursuant to 16 C.F.R. 803.12 no later than the end of the second (2nd) Business Day after the withdrawal of the HSR Form. Nothing herein shall prevent the parties hereto from agreeing by mutual consent to Buyer withdrawing the HSR Form more than one time. (c) Subject to Applicable Law relating to the sharing of information, each party hereto shall (i) furnish the other party with copies of all correspondence, filings documents (except documents or portions thereof for which confidential treatment has been requested or given) and communications correspondence (and memoranda setting forth the substance thereofA) between them and their respective Affiliates prepared by or on the one hand, and behalf of such party for any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of and affording the other party opportunity to comment and participate in responding, where appropriate; and (B) received by or on behalf of such party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and (ii) use commercially reasonable efforts to consult with and keep the transactions contemplated other party hereto informed as to the status of such matters. Further, no party hereto shall, nor shall it permit any of its Representatives to, meet or engage in material conversations with any Governmental Authority or representative of such Governmental Authority in connection with obtaining any such consent, authorization, order and approval unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent not precluded by Applicable Law or regulation or exempted by this Agreement, offers the other party the opportunity to participate in such meeting or conversation. Each of Seller and Buyer shall not, and shall cause its Affiliates not to, take, refrain from taking or cause to be taken any party’s material financial informationaction (including, may for the sake of clarity, any other acquisition or investment) that it is aware or should reasonably be redacted. (b) In aware would have the event effect of delaying, impairing or impeding the receipt of any Proceeding by consent, authorization, order or approval of any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated herebyAuthorities. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to Upon the terms and subject to the conditions herein providedset forth in this Agreement, each of the parties hereto Parent and Thermo shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actionactions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper proper, or advisable under applicable Laws and regulations to consummate and make effective and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by in this Agreement. At , including: (i) determining whether any action by or in respect of, or filing with, any Governmental Authority (in addition to the request of Buyer, each of Seller and the Company shall cooperate Required Governmental Approvals) is required in connection with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental , (ii) preparing and filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, or taking any other required action, including the filings in respect of the Required Governmental Approvals, (iii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall , including the Required Governmental Approvals, and (Aiv) promptly notify obtaining all of the other party of any written reasonably necessary consents, amendment or oral communication to that party waivers from the FTClenders pursuant to the Parent Credit Agreement and the Company Credit Agreement and take such other actions, and providing such other information, as may be reasonably requested by such lenders; provided that the Antitrust Division parties hereto understand and agree that neither Parent nor any of its Affiliates shall be obligated to (and, without Parent’s prior written consent, no Acquired Company shall) 1.%2.%3.%4.%5 enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, 2.%2.%3.%4.%5 divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other Governmental Authority and, subject action (or otherwise agreeing to applicable Law, permit do any of the other party to review in advance any proposed communication foregoing) with respect to, including filings made with, any of the foregoing its, any Acquired Company’s or any of their respective Affiliates’ businesses, assets or properties, 3.%2.%3.%4.%5 litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authorities and incorporate the other party’s reasonable comments, (B) not Authority or 4.%2.%3.%4.%5 agree to participate in do any meeting of the foregoing. (b) Each of Parent, Merger Sub and the Thermo agree to execute and deliver, or substantive discussion cause to be executed and delivered (including, without limitationin the case of Thermo, any discussion relating by causing the other Acquired Companies to any antitrust meritsexecute and deliver), any potential remediessuch other documents, commitments certificates, agreements and other writings and to take such other actions as may be necessary or undertakings, the timing of any waivers, Permits desirable in order to consummate or Orders, and any agreement regarding the timing of the consummation of implement expeditiously the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with Agreement and the Transaction Documents. Each of Parent, Merger Sub and Thermo shall promptly notify the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, parties hereto of any filing made with, or written materials submitted to, notice from any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redactedTransaction Documents. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto party shall use its commercially reasonable best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper necessary or advisable desirable under applicable Laws Laws, and regulations cooperate as reasonably requested by the other parties, to consummate and make effective implement expeditiously each of the transactions contemplated by this Agreement. At Agreement (including the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents receipt of all Governmental approvals, consents or Permits from Authorities necessary to or other third parties, including Company Group Consents, that are required for the consummation of the transactions contemplated by this Agreement and the Additional Agreements). (b) The parties hereto shall reasonably cooperate with each other and execute and deliver such other documents, certificates, agreements and other writings and use their commercially reasonable efforts to take such other actions as may be necessary, proper or advisable on their part under this Agreement and applicable Laws in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement. (c) The Purchaser Parties and the Company shall use commercially reasonable efforts to take all actions as may be reasonably requested by any such Authority to obtain all applicable approvals, consents or Permits from such Authority that are required for the consummation of the transactions contemplated by this Agreement and the Additional Agreements. All governmental filing fees incurred In furtherance and not in connection with obtaining such consents, including limitation of the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the partiesforegoing, each applicable party hereto shall agrees, at such party’s sole cost and expense, to make an appropriate filing filings promptly after the date hereof pursuant to the HSR Act within two Business Days requirements of any Antitrust Laws with respect to the date hereof transactions contemplated hereby, and shall to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material or documents that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer such Antitrust Laws and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement to reasonably cooperate with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto and use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under any applicable Antitrust Laws as soon as reasonably practicable. (such consent not to be unreasonably withheldd) As soon as reasonably practicable following the date of this Agreement, conditioned, or delayed). Buyer the parties shall reasonably cooperate with each other and use (and shall cause its their respective Affiliates toto use) offer their respective commercially reasonable efforts to take (prepare and if such offer is accepted, commit to take) all steps which they are reasonably capable file with Authorities requests for approval of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (by this Agreement and shall cause its Affiliates to) propose, negotiate, offer use all commercially reasonable efforts to commit and effect (and if have such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of Authorities approve the transactions contemplated by this Agreement. Each party shall (A) promptly notify give prompt written notice to the other Parent and the Company, as applicable, if such party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance of its Representatives receives any proposed communication to, including filings made with, any of the foregoing Governmental notice from such Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement Agreement, and (D) shall promptly furnish the other Parent and the Company, as applicable, with a copy of such Authority notice. Subject to applicable Law, no party shall initiate or participate in any meeting or discussion with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreementany filings, except that any materials concerning one party’s valuation applications, investigations or other inquiry in connection with the transactions contemplated hereby without, to the extent practicable, giving the Company and the Parent, as applicable, reasonable prior notice of the other meeting. If any Authority requires that a hearing or meeting be held in connection with its approval of the transactions contemplated hereby, each of the Company Group and the Purchaser Parties shall arrange for Representatives of such party to be present for such hearing or meeting to the extent permitted by the Authority. If any objections are asserted with respect to the transactions contemplated by this Agreement under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Authority or any private Person challenging any of the transactions contemplated by this Agreement or any Additional Agreement as violative of any applicable Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby, the parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit consummation of the transactions contemplated by this Agreement and the Additional Agreements, including in order to resolve such objections or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or thereby. In the event any Action is instituted (or threatened to be instituted) by an Authority or private Person challenging the transactions contemplated by this Agreement, or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewithAdditional Agreement, the parties agree to shall, and shall cause their respective Representatives to, reasonably cooperate with each other and use -34- their respective commercially reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in contest and resist any such Proceeding, to use reasonable best efforts Action and to have such injunction or other Order vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and to cooperate reasonably regarding any other impediment to the that prohibits, prevents or restricts consummation of the transactions contemplated herebyby this Agreement or the Additional Agreements. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) a. Subject to the terms and conditions herein providedof this Purchase and Sale Agreement, from and after the Effective Date, each of the parties hereto Seller and the Purchaser shall use its reasonable best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable necessary under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTCTransaction Documents to which the Seller or the Purchaser, the Antitrust Division or any other Governmental Authority or Person with respect as applicable, is party, including to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, perfect the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) orcontribution, effective as assignment, transfer, conveyance and granting of the ClosingPurchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Effective Date, the CompanyPurchaser and the Seller agree to take, or otherwise offer cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (i) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take (and take if such other actions as may be necessary or desirable, or reasonably requested by the offer is accepted) any action which it is reasonably capable of taking other party hereto, in order to avoid the entry of, consummate or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of implement expeditiously the transactions contemplated by this Agreement. Each any Transaction Document to which the Seller or the Purchaser, as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in the Purchaser’s good, valid and marketable rights and interests in and to the Purchased Assets on and after the Closing Date free and clear of all Liens (other than those Liens created in favor of the Purchaser pursuant to Section 2.1(f) hereof), (iii) create, evidence and perfect the Purchaser’s first priority back-up security interests granted pursuant to Sections 2.1(f), and (iv) enable the Purchaser to exercise or enforce the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser as applicable, is party, including following the Effective Date. b. From and after the Effective Date, the Seller and the Purchaser shall cooperate and provide assistance as reasonably requested by any other party shall hereto, at the expense of such other party hereto (Aexcept as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) promptly notify to which the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made withhereto, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable commentsits Affiliates or controlling persons or any of their respective officers, (B) not agree directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to participate which any such Persons have a direct or indirect interest, in any meeting or substantive discussion (including, without limitation, any discussion each case relating to any antitrust merits, any potential remedies, commitments or undertakingsTransaction Documents, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party Purchased Assets or the transactions contemplated described herein or therein but in all cases excluding any litigation brought by this Agreement, the Seller (for itself or any party’s material financial information, may be redacted. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding and, if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, on behalf of any event which occurrence of its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons) against the Purchaser or failure will brought by the Purchaser (for itself or will reasonably likely delay on behalf of its Affiliates and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling Persons) against the Closing or result in the failure to satisfy any of the conditions specified in Article VIISeller. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject Until the earlier of the Closing or the termination of this Agreement in accordance with its terms, subject to the terms and conditions herein provided, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the transactions contemplated by this AgreementAgreement (including all things reasonably necessary, proper or advisable under applicable laws and regulations to cause the satisfaction, but not waiver, of the conditions set forth in Article II). At The Purchaser shall use its commercially reasonable best efforts to obtain the request of Buyerfinancing contemplated by the Debt Commitment Letters, each of Seller and the Company shall cooperate in good faith with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each such effort. (b) Until the earlier of the Contracts required to be listed on Section 3.3 Closing or the termination of the Company Disclosure Letter. Each of Sellerthis Agreement in accordance with its terms, the Company and Buyer Parties will use its commercially reasonable best efforts to obtain consents of all Governmental Authorities Entities necessary to the consummation of the transactions contemplated by this Agreement. All governmental filing fees costs incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4the Purchaser. Unless otherwise agreed to by the parties, each Each party hereto shall shall, or cause their appropriate Affiliate to (i) make an appropriate filing filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and, in any event, within two five Business Days of Days) after the date hereof and shall of this Agreement, (ii) supply as promptly as practicable to the appropriate Governmental Authorities Entities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limitation , and (iii) cooperate with the other parties hereto and their Affiliates with respect to such Persons’ filing and supply of additional information pursuant to the HSR Act and otherwise in the parties’ collective efforts hereunder to comply with the requirements of the foregoingapplicable Government Entities and to have the applicable waiting period expire. The Company, the Company, Seller, Buyer Purchaser and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement with any Governmental Authority Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto (such consent not to be unreasonably withheld, conditioned, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment of Buyer, such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of the transactions contemplated by this Agreement. Each party shall (A) promptly notify the other party of any written or oral communication to that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, Permits or Orders, and any agreement regarding the timing of the consummation of the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with the other party and its representatives in advance and invites the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redactedRepresentative. (bc) In the event any Proceeding claim, action, suit, investigation or other proceeding by any Governmental Authority Government Entity or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use -34- commercially reasonable best efforts to defend against such Proceeding claim, action, suit, investigation or other proceeding and, if an injunction or other Order order is issued in any such Proceedingaction, suit or other proceeding, to use commercially reasonable best efforts to have such injunction or other Order order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. (c) Each party shall give prompt written notice to the other parties of the occurrence, or failure to occur, of any event which occurrence or failure will or will reasonably likely delay the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified in Section 6.4(d) of the Company Disclosure Letter in preparation for the Closing.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of Parent, each Merger Sub, Seller and the parties hereto shall Acquired Companies will use its commercially reasonable best efforts to take, or cause to be takentaken (including, in the case of Seller and each Company, by causing the other Acquired Companies to take), all action, actions and to do, or cause to be done, all things reasonably necessary, proper or advisable necessary under applicable Applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller and the Company shall cooperate with Buyer and use its including using commercially reasonable best efforts to obtain each third-party consent and approval (i) determine whether any action by or in respect of, or filing with, any Governmental Authority is required under each of the Contracts required to be listed on Section 3.3 of the Company Disclosure Letter. Each of Seller, the Company and Buyer will use its reasonable best efforts to obtain consents of all Governmental Authorities necessary to in connection with the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consents, including the HSR Act filing fee, shall be borne by Buyer and treated in accordance with Section 10.4. Unless otherwise agreed to by the parties, each party hereto shall make an appropriate filing pursuant to the HSR Act within two Business Days of the date hereof and shall (ii) supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may reasonably be requested pursuant to the HSR Act. Without limitation of the foregoing, the Company, Seller, Buyer (iii) prepare and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar foreign antitrust or competition Laws or enter into any agreement file as promptly as practicable with any Governmental Authority not documentation to consummate the transactions contemplated herebyeffect all necessary filings, except with the prior written consent notices, petitions, statements, registrations, submissions of the information, applications and other parties hereto (such consent not to be unreasonably withheld, conditioneddocuments, or delayed). Buyer shall (and shall cause its Affiliates to) offer to take (and if such offer is accepted, commit to take) all steps which they are reasonably capable of taking to avoid or eliminate impediments under any antitrust, competition or trade regulation Law that may be asserted by the FTC, the Antitrust Division or any other Governmental Authority or Person with respect to the transactions contemplated hereby so as to enable the Closing to occur as expeditiously as possible. Without limiting the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or such Affiliates) or, effective as of the Closing, the Company, or otherwise offer to take (and take if the offer is accepted) any action which it is reasonably capable of taking in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture of any interest in any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other actionrequired action and (iv) obtain and maintain all approvals, in each caseconsents, ifregistrations, in the reasonable judgment of Buyerpermits, such undertakingauthorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, condition, consent decree, divestiture, restriction proper or action would reasonably be expected advisable to involve or have an impact on revenues of the combined business (or Buyer after giving effect to the transactions) in excess of $75 million, as measured in the revenues of those businesses in the twelve (12) months ending December 31, 2009. At the request of Xxxxx, Seller and the Company shall agree to divest, hold separate or otherwise commit to take any action that limits its freedom of action with respect to its ability to retain any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that such action shall be conditioned upon the consummation of consummate the transactions contemplated by this Agreement. Each party ; provided that the parties hereto understand and agree that neither Parent nor any of its Affiliates shall be obligated to (and, without Parent’s prior written consent, no Acquired Company shall) (A) promptly notify the other party of enter into any written settlement, undertaking, consent decree, stipulation or oral communication to that party from the FTC, the Antitrust Division or agreement with any other Governmental Authority and, subject to applicable Law, permit in connection with the other party to review in advance any proposed communication to, including filings made with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable commentstransactions contemplated hereby, (B) not divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its or its Affiliates’ or any Acquired Company’s businesses, assets or properties, (C) litigate, challenge or take any action with respect to any Action by any Person, including any Governmental Authority or (D) agree to participate do any of the foregoing. Notwithstanding the foregoing, at the written request of Parent, Seller and each Company shall, and shall cause the other Acquired Companies to, agree to take any of the actions described in any meeting the previous sentence to the extent such action is conditioned upon the occurrence of the Closing. With respect to (and without expanding) the foregoing, each of Parent, each Merger Sub, Seller and each Company agree to execute and deliver, or substantive discussion cause to be executed and delivered (including, without limitationin the case of Seller and each Company, any discussion relating by causing the other Acquired Companies to any antitrust meritsexecute and deliver), any potential remediessuch other documents, commitments certificates, agreements and other writings as may be necessary or undertakings, the timing of any waivers, Permits desirable in order to consummate or Orders, and any agreement regarding the timing of the consummation of implement expeditiously the transactions contemplated by this Agreement) with any Governmental Authority unless it consults with Agreement and the other party Transaction Documents. To the extent permitted by Applicable Law, each of Parent, each Merger Sub, Seller and its representatives in advance and invites each Company shall promptly notify the other party’s representatives to attend, unless the Governmental Authority prohibits such attendance, (C) have the right to review in advance, and to the extent practicable each shall consult the other on and incorporate the reasonable comments to, parties hereto of any filing made with, written notice or written materials submitted to, oral communication from any Governmental Authority in connection with the transactions contemplated by this Agreement and (D) furnish or the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one handTransaction Documents, and shall provide a copy of any Governmental Authority on the other hand, with respect to this Agreement, except that any materials concerning one party’s valuation of the other party or the transactions contemplated by this Agreement, or any party’s material financial information, may be redactedsuch written notice. (b) In the event any Proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality furtherance and not in limitation of the transactions contemplated hereby or seeks damages in connection therewithforegoing, as promptly after the parties agree to cooperate and use -34- reasonable best efforts to defend against such Proceeding anddate hereof as reasonably practicable, if an injunction or other Order is issued but in any such Proceedingevent within ten Business Days, to use reasonable best efforts to have such injunction or other Order lifted, each of Parent and to cooperate reasonably regarding any other impediment Seller shall make an appropriate filing of a Notification and Report Form pursuant to the consummation of HSR Act with respect to the transactions contemplated hereby. To the extent permitted under Applicable Law, each of Parent and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority in connection with such filing or submission, shall share a draft in advance to the extent practicable and consider in good faith the comments of the other with respect to any such filing or submission, and shall each permit the other to attend any substantive meeting or telephone or video conference with any Governmental Authority with respect thereto unless prohibited by such Governmental Authority; provided that materials required to be provided pursuant to this Section 10.01(b) may be redacted (i) to remove references concerning the valuation of the Companies, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address attorney-client or other privilege concerns and may be restricted to outside counsel. (c) Each party shall give prompt written notice Prior to the other parties Closing, Parent shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the occurrenceassets of or equity in, or failure by any other manner, any Person or portion thereof if such acquisition or agreement would reasonably be expected to occur, of any event which occurrence or failure will or will reasonably likely delay satisfying the Closing or result in the failure to satisfy any of the conditions specified in Article VII. (d) At the request of Xxxxx, Seller shall take the actions specified condition set forth in Section 6.4(d11.01(a) of prior to the Company Disclosure Letter in preparation for the ClosingEnd Date.