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.

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 the other parties hereto shall use their commercially reasonable efforts to (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 (Ai) promptly notify the other party of any written or oral communication (other than non-substantive communications) to that party from the FTC, the Antitrust Division any Governmental Authority or any other party with respect to the Telecom Regulatory Applications, as applicable, (ii) permit a representative of the other party reasonably acceptable to the first party to 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, subject to applicable Law, and (iii) permit the other party to review in advance advance, as reasonable, any proposed written communication toto the FCC, including State PUC, Public Right-of-Way Licensor or other Governmental Authority. In the event there are any petitions for reconsideration, appeals or similar filings made with, any seeking to overturn the grant of the foregoing Governmental Authorities and incorporate the other party’s reasonable comments, (B) not agree to participate in any meeting FCC Consent or substantive discussion (including, without limitation, any discussion relating to any antitrust merits, any potential remedies, commitments or undertakings, the timing grant of any waivers, Permits State PUC Consent 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 withPublic Right-of-Way Consent, or written materials submitted to, any Governmental Authority in connection with if 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 AgreementFCC, or any party’s material financial informationa State PUC or Public Right-of-Way Licensor seeks to reconsider such grant on its own motion, may be redactedthen the parties shall use their commercially reasonable efforts to defend the applicable grants against such actions.

Efforts; Further Assurances. (a) Subject to the terms and conditions herein providedof this Agreement, each of Buyer, Merger Sub and the parties hereto shall Company will use its their respective reasonable best efforts to take, or cause to be taken, all action, actions and to do, or cause to be done, all things necessary or reasonably necessary, proper or advisable under applicable Laws and regulations Applicable Law to consummate and make effective the transactions contemplated by this AgreementAgreement as soon as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary or reasonably advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all consents, approvals, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary or reasonably advisable to consummate the transactions contemplated by this Agreement as soon as reasonably practicable. At the request of The parties acknowledge and agree that Buyer, each of Seller ’s and the Company shall cooperate with Buyer and Merger Sub’s obligations to use its their reasonable best efforts set forth in this Section 5.02(a) shall include an obligation of Buyer (i) to obtain each third-party consent take and approval required under each of the Contracts required cause its Affiliates 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 take all Governmental Authorities actions reasonably necessary to avoid or eliminate any impediment under any applicable Competition Law so as to enable the consummation of the transactions contemplated by this Agreement. All governmental filing fees incurred in connection with obtaining such consentshereby, including the HSR Act filing feeMerger, 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 soon as possible. Without limiting the foregoing, Buyer shall reasonably practicable (and shall cause its Affiliates toin any event no later than the Outside Date), including (A) proposeproposing, negotiatenegotiating, offer to commit and effect (and if such offer is accepted, commit committing to and effect)effecting, by consent decree, hold separate order, order or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets or businesses of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries), (B) terminating existing relationships, contractual rights or such obligations of Buyer or its controlled Affiliates (including the Surviving Corporation and its Subsidiaries) and (C) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its controlled Affiliates) or’ (including the Surviving Corporation’s and its Subsidiaries’), effective as freedom of action with respect to, or its ability to retain, one or more of the Closingbusinesses, product lines or assets of Buyer and its controlled Affiliates (including the Company, or otherwise offer to Surviving Corporation and its Subsidiaries) and (ii) not take (and take if the offer is accepted) any action which (including the acquisition by 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 its Affiliates of any interest in any real propertyPerson that derives revenues from products, leasehold services or intellectual property lines of business similar to the Company’s products, services or to accept any operational restriction, or to offer or to take any other action, in each case, if, in the reasonable judgment lines of Buyer, business) if such undertaking, condition, consent decree, divestiture, restriction or action would reasonably make it more likely that there would arise any impediments under any Competition Law that may be expected asserted by any Governmental Authority 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) Merger as 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 redactedas reasonably practicable.

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 and (D) furnish or the other party with copies Transaction Documents. For the avoidance of all correspondencedoubt, filings and communications (and memoranda setting forth x) neither the substance thereof) between them and their respective Affiliates on Company nor any of the one handParent Parties are making any representation or warranty as to the receipt or the likelihood of receiving any approval, and consent, registration, permit, authorization or any other confirmation from any Governmental Authority on the other hand, 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 this AgreementAgreement or the other Transaction Agreements, and (y) that clauses (A) and (F) above do not limit the ability of Parent, any Acquired Company or any party’s material financial informationof their Affiliates, as applicable, to enter into capital and liquidity support agreements that the OCC may be redacted.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. 112

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 Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. 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.

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 and make effective the transactions contemplated by this Agreement. At the request of Buyer, each of Seller Agreement and the Company Transaction Documents; provided that in no event shall cooperate with Buyer and use its the commercially reasonable best efforts of any party hereunder be deemed to obtain each third-include any such party consent and approval required under each of the Contracts being 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 (i) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated herebysettlement, 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 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 (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 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 (DB) furnish assist Buyer (without payment of any money) to obtain satisfactory title insurance for the other party with copies of all correspondenceOwned Real Property (e.g., filings title affidavits and communications (authorizations). Seller and memoranda setting forth the substance thereof) between them and their respective Affiliates on the one handBuyer agree, and any Governmental Authority on Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies to execute and deliver such other handdocuments, with respect certificates, agreements and other writings and to this Agreement, except that any materials concerning one party’s valuation of the take such other party actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. Holdco shall effect the Holdco Charter Amendment prior to Closing, or and shall take any party’s material financial information, and all actions as may be redactednecessary or appropriate in order to give effect to the foregoing under Applicable Law.

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 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, 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 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 , 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) 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, 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 participate do any of the foregoing. 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 any meeting 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 substantive discussion cause to be executed and delivered (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 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 Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company 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.

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 the request of Buyer, each of Seller In furtherance and the Company shall cooperate with Buyer and use its reasonable best efforts to obtain each third-party consent and approval required under each not in limitation 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 partiesforegoing, each party hereto shall agrees, if required, (i) to 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 (including using reasonable best efforts to make such filing within two ten Business Days of the date hereof and shall of this Agreement), (ii) to supply as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material materials that may be requested pursuant to the HSR Act. Without limitation Act and (iii) use commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration of the foregoing, the Company, Seller, Buyer and their respective Affiliates shall not extend any applicable 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 soon as expeditiously as possiblepracticable. Without limiting the generality of the foregoing, Buyer shall (and shall cause its Affiliates to) propose, negotiate, offer subject to commit and effect (and if such offer is accepted, commit to and effectSection 5.3(b), 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, on the one hand, and Buyer and Merger Sub, on the other hand, shall each (1) furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing, (2) reasonably cooperate in all respects with each other in connection with any filing or otherwise offer to take submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (and take if 3) keep the offer is accepted) other party reasonably informed of any action which it is reasonably capable of taking in order to avoid the entry ofmaterial communication received by such party from, or to effect the dissolution ofgiven by such party to, 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 Governmental Entity and of any interest material communication received or given in connection with any real property, leasehold or intellectual property or to accept any operational restriction, or to offer or to take any other actionproceeding by a private party, 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 regarding the transactions contemplated by this Agreement. Each party shall hereby and (A4) 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 any material communication given by it to, and consult with each other in advance any proposed communication to, including filings made of meeting with, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable commentsEntity or, (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) connection with any proceeding by a private party, with any other Person and, to the extent permitted by such Governmental Authority unless it consults with Entity or other Person, give the other party the opportunity to attend and its representatives participate in advance such meetings 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 redactedconferences.

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.

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.

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. 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, 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 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, including the Required Governmental Approvals. Each party shall (A) promptly notify of Parent, Purchaser, Merger Sub, PEG Holdings and 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 Company agree to participate in any meeting 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, 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 Transaction Documents. Each of Parent, Purchaser, Merger Sub and the Company 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.

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 or parties hereto understand and agree that neither Parent nor any other Governmental Authority of its Affiliates shall be obligated to (and, subject to applicable Lawwithout Parent’s prior written consent, permit the other party to review in advance no Acquired Company shall) 1.%2.%3.%4.%5 enter into any proposed communication tosettlement, including filings made withundertaking, any of the foregoing Governmental Authorities and incorporate the other party’s reasonable commentsconsent decree, (B) not agree to participate in any meeting stipulation 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, 2.%2.%3.%4.%5 divest, license, dispose of, transfer or otherwise hold separate (including by this Agreement and establishing a trust or otherwise), or take any other action (Dor otherwise agreeing to do any of the foregoing) furnish the other party with copies respect to, any of all correspondenceits, filings and communications (and memoranda setting forth the substance thereof) between them and any Acquired Company’s or any of their respective Affiliates on the one handAffiliates’ businesses, and 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 Authority on the other hand, with respect or 4.%2.%3.%4.%5 agree to this Agreement, except that do 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 redactedforegoing.