Common use of Further Action; Commercially Reasonable Efforts Clause in Contracts

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Party shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangements. In case, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to take all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistance. (b) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each Party shall of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, qualifications subject to applicable Laws and orders any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entities Entity (except for filings available publicly on the SEC’s EXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Parent, Merger Sub and the Company shall use their respective commercially reasonable efforts and shall cooperate with the other parties to resolve such objections, if any, as are may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and shall use commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC, the Antitrust Division for additional information or documentation. (c) Parent shall have the Financing or other funding sufficient to consummate the Mergers and the other transactions contemplated hereby. Parent shall, and shall cause its Subsidiaries and its and their respective officers and employees to use all reasonable efforts in connection with the arrangement of the Financing and any other financing that Parent, in its reasonable discretion, deems necessary to fund the transactions contemplated hereby. In the event Parent arranges for alternative Financing, it shall promptly provide to the consummation of Company the commitment letter and any similar documentation with respect thereto. The Commitment Letter shall be in full force and effect, or if alternative Financing has been arranged, the commitment letter with respect to such alternative Financing shall be in full force and effect, at all times until the Effective Time, or the transactions contemplated by this Agreement; provided such Commitment Letter or such alternative Financing commitment letter shall have been consummated. (d) The Company shall, and shall cause its Subsidiaries and its and their respective officers, employees, and shall use its reasonable best efforts to cause its advisors and accountants to, provide reasonable and customary cooperation with Parent and its affiliates in connection with the arrangement of the Financing and any other financing that no Party will be required by this Section 4.3 Parent, in its reasonable discretion, deems necessary to take any action that would materially delay or prevent the consummation of fund the transactions contemplated hereby, including participation in meetings, due diligence sessions, road shows, rating agency presentations, the preparation of offering memoranda, private placement memoranda, prospectuses, rating agency presentations, other marketing material and similar documents, obtaining comfort letters from the Company’s accountants (which comfort letters shall be customary in form, scope and substance), and obtaining legal opinions from the Company’s outside counsel (which legal opinions shall be customary in form, scope and substance), as may be reasonably requested by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementsParent. In caseconjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Parent, to call for prepayment or redemption, or to prepay or redeem, or to attempt to renegotiate the terms of, any then existing indebtedness for borrowed money of the Company; provided, however, that the Company shall not be obligated to make or cause to become effective such prepayment or redemption or call for prepayment or redemption or renegotiated terms (nor shall the Company be required to incur any cost or liability in respect of any such prepayment or redemption or call therefor or renegotiation thereof) prior to the Merger I Effective Time. (e) In case at any time after the Closing Date, Merger I Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, each Party the proper officers and/or directors of the Surviving Entity shall take or cause to this Agreement be taken all such necessary action. (f) Each of the parties hereto shall use commercially reasonable efforts to take all such action at prevent the expense entry of, and to cause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceMergers. (bg) Each Party agrees Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Merger Sub shall be required to cooperate and use accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent or Merger Sub or any of their respective affiliates or any of the respective businesses of the Company or any of its commercially reasonable efforts to contest and resist any ActionSubsidiaries, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement.Company Assets. aftabalam

Further Action; Commercially Reasonable Efforts. (a) Upon Subject to Section 7.04, upon the terms and subject to the conditions hereof, each Party of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all reasonably appropriate action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this AgreementMergers and the other Contemplated Transactions (and shall use its commercially reasonable efforts to refrain from taking any action that would materially impair or delay the foregoing), including, without limitation, using its commercially reasonable efforts to obtain all permitsPermits, consents, approvals, authorizations, waivers, exemptions, qualifications and orders of Governmental Entities Orders as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 Mergers and the other Contemplated Transactions and to take any action that would materially delay or prevent fulfill the consummation of conditions to the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementsClosing. In case, at any time after the Closing DateClosing, any further action is necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreement, each Party to this Agreement of the parties hereto shall use all commercially reasonable efforts to cause its respective officers, employees and agents to take all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceaction. (b) Each Party The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.05(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other parties. Subject to Section 7.04, each party shall keep the others apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Mergers and the other Contemplated Transactions. Subject to Section 7.04, to the extent practicable, and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (c) Subject to Section 7.04, each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to contest and resist defend through litigation on the merits any Action, including administrative or judicial Action, and asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed reversed, terminated or overturned overturned, any decree, judgment, injunction or other order Order (whether temporary, preliminary or permanent) that is in effect and that whole or in part restricts, delays, prevents or prohibits consummation of the Mergers and the other Contemplated Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (d) Without limiting the generality of the foregoing, each of the parties hereto acknowledges that consents and waivers with respect to the Contemplated Transactions may be required from certain lenders under Loan Documents of the Company and the Subsidiaries, as set forth in Section 4.02(g) of the Company Disclosure Schedule, and that such Loan Consents have not been obtained as of the date of this Agreement. The Company and Parent shall, and shall cause their respective Representatives to, use commercially reasonable efforts (which, in the case of Parent, is expressly agreed to include payment of up to all amounts contemplated on Section 7.05(d) of the Company Disclosure Schedule) to obtain each of the Loan Consents promptly after the date of this Agreement in accordance with this Section 7.05 and Section 7.05(d) of the Company Disclosure Schedule. The Company and Parent shall coordinate and reasonably cooperate in connection with soliciting and obtaining the Loan Consents, including the preparation and delivery of any information relating to Parent, Sub REIT, REIT Merger Sub, and Partnership Merger Sub and the Company and the Subsidiaries as may be reasonably requested by any such lender, any loan servicer on behalf of any lender or any rating agency and shall act in a coordinated manner. Without limiting the foregoing, each of Parent and the Company agrees as follows: (i) Each party agrees to keep the other informed of any material communications and notices with any such lender, any loan servicer on behalf of any such lender or any rating agency; (ii) Each party shall give the other no less than two (2) calendar days to review and comment on all materials or documents with respect to the Loan Consents and any such materials or documents shall be revised by Parent and the Company, as applicable, to reflect the reasonable comments of the other; (iii) Neither party, nor its Representatives, shall engage or participate in any material meeting or discussion or proposed material discussion or communication with, and communications from, any lender, any loan servicer on behalf of any such lender or rating agency with respect to the Loan Consents and the Contemplated Transactions without providing representatives of the other reasonable opportunity to participate; (iv) Each party shall, upon the request of the other, participate in meetings or discussions with any lender, any loan servicer on behalf of any such lender or rating agency with respect to the Loan Consents and assist the other in obtaining ratings as required for the Loan Consents (including the participation in such meetings or discussions of such party’s senior management); (v) The Company shall assist Parent in establishing or maintaining, as of the Closing, bank and other accounts and blocked account agreements and lock box arrangements in connection with any Loan Consent; (vi) Each party shall assist the other in obtaining waivers, consents, estoppels and approvals, to the extent necessary, proper or advisable in connection with any Loan Consent, from other parties to material leases, encumbrances and contracts to which the Company or any Subsidiary of the Company is a party; (vii) Each party shall execute and deliver customary certificates, legal opinions, or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Indebtedness underlying the Loan Consents as may be reasonably requested by the other or any lender or any loan servicer on behalf of any such lender (provided that the Company may elect to form a committee comprised of one or more individuals designated by Parent to be appointed by the Company as a director immediately prior to the Effective Time to execute any such documents); and (viii) Each party shall take all corporate actions, subject to the occurrence of the Closing, reasonably necessary or customary to permit the consummation of any Loan Consent on the Closing Date (including executing and delivering certificates with respect to solvency matters and cooperating with respect to any request the other or any lender or any loan servicer on behalf of any such lender has with respect to a new non-consolidation opinion) (provided that the Company may elect to form a committee comprised of one or more individuals designated by Parent to be appointed by the Company as a director immediately prior to the Effective Time to execute any such documents); provided, however, that with respect to all matters described in this Section 7.05(d), (A) neither the Company nor Parent shall be required to execute any document or make any statements, certifications, or analysis for the benefit of the other or any other person other than documents, statements, certifications and analyses to become effective immediately after the Closing, and (B) the Company shall not be required to pay any commitment or other similar fee, pay any expense (other than as provided in this Agreement) or incur any other material obligation or liability in connection with this Section 7.05(d) prior to the Effective Time. Parent shall make available funds in connection with obtaining the Loan Consents, as set forth in Section 7.05(d) of the Company Disclosure Schedule; provided, however, that such funds shall be payable by Parent only in the event the Contemplated Transactions are actually consummated in accordance with the terms of this Agreement. Without the prior written consent of Parent, except as provided in Section 6.01(b)(iv), Section 6.01(b)(xii), Section 6.01(b)(xx) and Section 7.05(e) of the Company Disclosure Schedule, (i) the Company shall not prepay all or any portion of any Indebtedness or establish any reserves in connection with obtaining the Loan Consents, and (ii) the Company shall not, and it shall not agree to, amend, modify, supplement or waive the terms and conditions of the outstanding Indebtedness in any material respect, including, without limitation, changing any of the parties subject to the obligations of such Indebtedness of the Company, increasing the principal amount or interest due or changing the maturity date; provided, however, that in the case of this clause (ii), Parent shall not unreasonably withhold or delay such consent unless the cumulative effect of such amendments, modifications, supplements, waiver or other changes would be reasonably likely to materially and adversely affect the economic benefits that Parent otherwise would reasonably expect to derive from the Company Property encumbered by the applicable Indebtedness from and after the Closing. (e) Except as expressly provided in Section 7.05(d) or as contemplated by Section 7.05(e) of the Company Disclosure Schedule, for the avoidance of doubt, the obligation of any party hereto to use commercially reasonable efforts to take actions to consummate the Contemplated Transactions or to avoid, delay or remove impediments to such consummation or any injunction, shall not be breached if such party does not agree to the assumption or incurrence of financial obligations (other than to a de minimis extent), to any amendment to this Agreement, to any change in the amount or type of consideration payable in the Mergers, or otherwise to take action which would materially and adversely change the contemplated costs or benefits of the Contemplated Transactions to that party. (f) In the event Parent gives irrevocable written notice to the Company at least three (3) Business Days prior to the Closing specifying any Indebtedness that it wishes to prepay or refinance at or immediately prior to the Closing (a “Parent Loan Payment Notice”), then Parent shall prepay or refinance (in each case, at or immediately prior to the Closing) such Indebtedness; provided, however, that prepayment or refinancing of any such Indebtedness with respect to which Parent has given a Parent Loan Payment Notice is not a condition to Parent’s obligations hereunder and shall not permit Parent to delay consummation of the Contemplated Transactions. At the request of Parent, the Company agrees to provide, and to cause its Subsidiaries and its and their respective officers, employees, counsel, financial advisors, auditors and other representatives to provide, cooperation reasonably requested by Parent in connection with any such refinancing, including, without limitation: (i) providing available financial information that is customarily provided in such financings and is reasonably necessary by Parent or the lender for the consummation of such financing; (ii) assisting in the preparation and updating of information memoranda and other materials to be used in connection with the financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; (iii) making the officers and advisors of the Company and its Subsidiaries available from time to time to attend and make presentations regarding their respective businesses; (iv) participating in meetings with rating agencies and assisting Parent in obtaining ratings as contemplated by refinancing (including the participation in such meetings of the Company’s and its Subsidiaries’ senior management); (v) assisting Parent in establishing or maintaining, as of the Closing, bank and other accounts and blocked account agreements and lock box arrangements in connection with the refinancing; (vi) assisting Parent to obtain waivers, consents, estoppels and approvals, to the extent necessary, proper or advisable in connection with any refinancing, from other parties to material leases, encumbrances and contracts to which the Company or any Subsidiary of the Company is a party and to arrange discussions among Parent and its financing sources with other parties to material leases, encumbrances and contracts as of the Closing; (vii) executing and delivering customary certificates, legal opinions, hedging agreements or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the refinancing as may be reasonably requested by Parent (provided that the Company may elect to form a committee comprised of one or more individuals designated by Parent to be appointed by the Company as a director immediately prior to the Effective Time to execute any such documents); and (viii) take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent that are necessary or customary to permit the consummation of the refinancing and to permit the proceeds thereof, to be made available to the Company on the Closing Date to consummate the transactions contemplated by this Agreement (including cooperation in connection with the pay-off of existing debt and the release of related liens) (provided that the Company may elect to form a committee comprised of one or more individuals designated by Parent to be appointed by the Company as a director immediately prior to the Effective Time to execute any such documents); provided, however, that with respect to all matters described in this Section 7.05(f), the Company shall not be required to (A) execute any document or make any statements, certifications, or analysis for the benefit of Parent or any other person other than documents, statements, certifications and analyses to become effective immediately after the Closing, or (B) pay any commitment or other similar fee, pay any expense (other than as provided in this Agreement) or incur any other material obligation or liability in connection with this Section 7.05(f) prior to the Effective Time. Nothing in this Section 7.05(f) shall require the Company’s or its Subsidiaries’ cooperation to the extent it would (I) cause any condition to Closing set forth in Article VIII to fail to be satisfied or otherwise cause any breach of this Agreement (unless waived by Parent), (II) require the Company or any of its Subsidiaries to take any action that will conflict with or violate the Company’s organizational documents or any Laws or result in the material contravention of, or that would reasonably be expected to result in a material violation or breach of, or default under, any material Contract to which the Company or any of its Subsidiaries is a party or (III) result in any officer or director of the Company or any of its Subsidiaries incurring any personal liability.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, each Party of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementshereby. In case, the event that at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement or the other Operative Documents, each Party to this Agreement shall use commercially reasonable efforts to promptly take all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceaction. (b) Each Seller agrees that, if reasonably requested by a Buyer, it will cooperate with the Buyers, at the Buyers' expense, in enforcing the terms of any agreements between any Seller and any Third Party involving the Programs or the Product Candidates, including, without limitation, terms relating to confidentiality and the protection of the Transferred Intellectual Property Rights or the Licensed Intellectual Property Rights. In the event that a Buyer is unable to enforce its Transferred Intellectual Property Rights against a Third Party as a result of a rule or Law barring enforcement of such rights by a transferee of such rights, each Seller agrees to reasonably cooperate with such Buyer by assigning to such Buyer such rights as may be required by such Buyer to enforce its Transferred Intellectual Property Rights in its own name. If such assignment still does not permit such Buyer to enforce its Transferred Intellectual Property Rights against the Third Party, each Seller agrees to initiate proceedings against such Third Party in such Seller's name, provided that such Buyer shall be entitled to participate in such proceedings and use provided further that such Buyer shall be responsible for the expenses, including the wage and benefit expenses of such Seller's employees, that may be incurred by such Seller related to such proceedings. (c) To the extent that any Seller or any Buyer identifies assets after the Closing that were not included on Schedule 2.1 to the Seller Disclosure Memorandum (other than assets identified on Schedule 4.4 to the Seller Disclosure Memorandum), but the absence of which on Schedule 2.1 to the Seller Disclosure Memorandum would constitute a breach or inaccuracy of the representation contained in the second-to-last sentence of Section 4.4, such Seller shall transfer all of its right, title and interest in such assets to the Buyers, with such transfer to be completed as promptly as commercially reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreementafter such identification.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each Party of the parties hereto shall (i) make as soon as practicable after the date of this Agreement its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the transactions contemplated by this Agreement, if required, (ii) file a Joint Voluntary Notice with CFIUS as soon as practicable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to Exon-Fxxxxx, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using its commercially reasonable efforts to obtain all permitsPermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities, including all approvals and authorizations from the United States Department of Defense, and parties to contracts with the Transferred Companies, their Subsidiaries and Project Entities as are necessary for the consummation of the transactions contemplated by this Agreement in order to fulfill the conditions set forth in Article 6. In the event that the Company shall fail to obtain any third party consent described above, the Company and the Operating Partnership shall use their commercially reasonable efforts, and shall take such actions as are reasonably requested by Buyer, to minimize any adverse effect upon the Transferred Companies, their Subsidiaries and Project Entities and Buyer and their respective businesses resulting, or which could reasonably be expected to result, after the Closing Date, from the failure to obtain such consent. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 5.02(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement; provided that no Party , providing copies of all related documents to the non-filing party and their advisors prior to filing (such disclosure to be made on an “outside counsel only” basis when reasonably deemed appropriate by the disclosing party), and, to the extent practicable, neither of the parties will be required by this Section 4.3 file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement Agreement. To the extent practicable and permitted by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangements. In case, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreementa Governmental Authority, each Party to this Agreement party hereto shall use commercially reasonable efforts to take all such action at the expense permit representatives of the Party other party to this Agreement requesting participate in meetings and calls with such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceGovernmental Authority. (bc) Each Party of the parties hereto agrees to cooperate and use its commercially reasonable efforts to contest and resist defend through litigation on the merits any Actionaction, including administrative or judicial Actionaction, and asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that whole or in part restricts, delays, prevents or prohibits consummation of the transactions contemplated by this Agreement. (d) Each of the parties hereto agrees, between the date hereof and the Closing Date, to consider in good faith any changes to the exhibits or schedules to the Ancillary Agreements suggested by another party and to use commercially reasonable efforts to agree upon the final form of such exhibits or schedules.

Further Action; Commercially Reasonable Efforts. (a) Upon Each of the terms and subject parties hereto agrees to the conditions hereof, each Party shall use its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated hereby, (ii) obtain from Governmental Authorities and third parties any material consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Parent or the Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement, includingand (iii) make all necessary filings, without limitationand thereafter make any other required submissions, using commercially reasonable efforts with respect to obtain all permits, consents, approvals, authorizations, qualifications this Agreement and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated hereby required under the HSR Act. Subject to appropriate confidentiality protections, the parties hereto shall cooperate with each other in connection with the making of all such filings, will furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing, will provide the other party with copies of all filings made by such party with any Governmental Authority and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby. (b) Parent and the Company shall have filed prior to the date of this Agreement; provided that no Party will , or shall file as soon as practicable after the date of this Agreement, notifications under the HSR Act and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission or the Antitrust Division of the Department of Justice for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding. Notwithstanding anything to the contrary contained herein, Parent shall not be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by itaction, including, without limitation, including entering into any consent decree, hold separate orders or other arrangements. In case, at that (i) requires the divestiture of any time after assets of any of Parent, the Closing DateCompany or any subsidiary of Parent or Subsidiary or (ii) limits Parent's freedom of action with respect to, or its ability to retain, the Company or Subsidiaries or any further action is necessary portion thereof or desirable to carry out the purposes any of this AgreementParent's, each Party to this Agreement Parent subsidiaries' or their respective affiliates assets or businesses. (c) The Company and Parent shall use their respective commercially reasonable efforts to take all such action at obtain any material third party consents (A) necessary, proper, or advisable to consummate the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistance. (b) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions transaction contemplated by this Agreement, (B) required to be disclosed in the Disclosure Schedule or (C) required to prevent a company Material Adverse Effect from occurring prior to the Effective Time.

Further Action; Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each Party of the Parties hereto shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use) their respective commercially reasonable efforts to promptly take, or cause to be taken, all appropriate actionactions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable laws to cause the conditions to Closing to be satisfied as promptly as practicable and regulations to consummate and make effective effective, in the transactions most expeditious manner practicable, the Transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents. Notwithstanding anything to the contrary contained in this Agreement (including this Article IX), the Company and/or its Affiliates shall not be obligated to (i) enter into any agreement or arrangement to provide administrative or investment advisory services to any Client in the event that such agreement or arrangement contains terms and conditions that are not acceptable to the Company, (ii) enter into any agreement or arrangement pursuant to which the Company or any of its Affiliates agrees to cap or otherwise forgo or waive any portion of the aggregate annual expenses of any Client in a manner different than applicable to such Client on the date of this Agreement or (iii) make any payments or agree to any material undertakings in connection with obtaining (or causing to be obtained) any waiver, permit, consent, approval or other authorization, and effecting any filing, notice, petition, statement, registration, submission of information, application or other document, in connection with consummating the Transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangements. In case, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to take all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistance. (b) Each Party agrees The Company shall prepare, in consultation with Parent, the (i) unaudited financial statements of the Company as of March 31, 2012 and as of the end of each other fiscal quarter in 2012 prior to cooperate and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Actionthe Closing Date together with all comparable periods in 2011, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanentii) that is in effect and that restricts, prevents or prohibits consummation audited financial statements of the transactions contemplated Company as of December 31, 2011 and December 31, 2010 and the Company and Parent shall together prepare any other requisite financial statements and data required to be filed by this AgreementParent following the Closing Date pursuant to Form 8-K and any other applicable requirement of Law (the “Required Financials”). From the date hereof the Company shall provide Parent reasonable access to all the books, records and personnel of the Company in connection with the (i) preparation of the Required Financials and (ii) evaluation and documentation of the Company’s internal accounting controls.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each Party shall of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all permits, consents, approvals, necessary authorizations, qualifications consents and orders approvals and to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, subject to applicable Laws and any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entities as are necessary Entity (except for filings available publicly on the consummation of SEC’s EXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreementhereby; provided that no Party will neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Eternal, the Merger Sub and American Eagle shall use their respective commercially reasonable efforts and shall cooperate with the other parties to resolve such objections, if any, as may be required by this Section 4.3 asserted with respect to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by ithereby under the laws, includingrules, without limitation, entering into guidelines or regulations of any consent decree, hold separate orders or other arrangements. Governmental Entity. (c) In case, case at any time after the Closing Date, Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, each Party the proper officers and/or directors of Eternal shall take or cause to this Agreement be taken all such necessary action. (d) Each of the parties hereto shall use commercially reasonable efforts to take all such action at prevent the expense entry of, and to cause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceMerger. (be) Each Party agrees Notwithstanding the foregoing provisions of this Section 5.6, neither Eternal nor the Merger Sub shall be required to cooperate and use accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Eternal or the Merger Sub or any of their respective affiliates or any of the respective businesses of American Eagle or its commercially reasonable efforts to contest and resist any ActionSubsidiary, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this AgreementAmerican Eagle Assets.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each Party shall of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and, qualifications subject to applicable Laws and orders any applicable privilege relating to the exchange of information, will provide the other parties with copies of all filings made by such party with any Governmental Entities Entity (except for filings available publicly on the SEC’s XXXXX system) or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby; provided that neither party is obligated to share any document submitted to a Governmental Entity that reflects the negotiations between the parties or the valuation of some or all of any party’s business. (b) Each of Parent, Merger Sub and the Company shall use their respective commercially reasonable efforts and shall cooperate with the other parties to resolve such objections, if any, as are may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entity. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and shall use commercially reasonable efforts to respond as promptly as practicable to all inquiries received from the FTC, the Antitrust Division for additional information or documentation. (c) Parent shall have the Financing or other funding sufficient to consummate the Mergers and the other transactions contemplated hereby. Parent shall, and shall cause its Subsidiaries and its and their respective officers and employees to use all reasonable efforts in connection with the arrangement of the Financing and any other financing that Parent, in its reasonable discretion, deems necessary to fund the transactions contemplated hereby. In the event Parent arranges for alternative Financing, it shall promptly provide to the consummation of Company the commitment letter and any similar documentation with respect thereto. The Commitment Letter shall be in full force and effect, or if alternative Financing has been arranged, the commitment letter with respect to such alternative Financing shall be in full force and effect, at all times until the Effective Time, or the transactions contemplated by this Agreement; provided such Commitment Letter or such alternative Financing commitment letter shall have been consummated. (d) The Company shall, and shall cause its Subsidiaries and its and their respective officers, employees, and shall use its reasonable best efforts to cause its advisors and accountants to, provide reasonable and customary cooperation with Parent and its affiliates in connection with the arrangement of the Financing and any other financing that no Party will be required by this Section 4.3 Parent, in its reasonable discretion, deems necessary to take any action that would materially delay or prevent the consummation of fund the transactions contemplated hereby, including participation in meetings, due diligence sessions, road shows, rating agency presentations, the preparation of offering memoranda, private placement memoranda, prospectuses, rating agency presentations, other marketing material and similar documents, obtaining comfort letters from the Company’s accountants (which comfort letters shall be customary in form, scope and substance), and obtaining legal opinions from the Company’s outside counsel (which legal opinions shall be customary in form, scope and substance), as may be reasonably requested by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementsParent. In caseconjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Parent, to call for prepayment or redemption, or to prepay or redeem, or to attempt to renegotiate the terms of, any then existing indebtedness for borrowed money of the Company; provided, however, that the Company shall not be obligated to make or cause to become effective such prepayment or redemption or call for prepayment or redemption or renegotiated terms (nor shall the Company be required to incur any cost or liability in respect of any such prepayment or redemption or call therefor or renegotiation thereof) prior to the Merger I Effective Time. (e) In case at any time after the Closing Date, Merger I Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, each Party the proper officers and/or directors of the Surviving Entity shall take or cause to this Agreement be taken all such necessary action. (f) Each of the parties hereto shall use commercially reasonable efforts to take all such action at prevent the expense entry of, and to cause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceMergers. (bg) Each Party agrees Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Merger Sub shall be required to cooperate and use accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any assets or operations of Parent or Merger Sub or any of their respective affiliates or any of the respective businesses of the Company or any of its commercially reasonable efforts to contest and resist any ActionSubsidiaries, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this AgreementCompany Assets.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each Party shall of the Parties hereto agrees to use its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the Parties hereto, to obtain all permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings and (ii) obtain consents that may be required as a result of the transaction contemplated by this Agreement under enforceable contractual provisions of material agreements with customers of the Companies or the Company Subsidiaries in each case of clauses (i) and (ii) the appropriateness of which has been discussed in good faith with the senior management of the Companies. Each of the Parties hereto will furnish to the other Parties such necessary information and reasonable assistance as such other Parties may reasonably request in connection with the foregoing; (b) Without prejudice of the provisions of Section 5.3, qualifications Sellers and orders Buyer shall, and Sellers shall cause the Companies and Company Subsidiaries to, use their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental Entities as Authority. Without limiting the foregoing, the Buyer and Sellers shall use commercially reasonable efforts to perform all actions required to ensure that the Competition Approvals are necessary for obtained prior to the Closing Date. Each Party will provide the other Parties with copies of all filings made by such Party with any Governmental Authority or any other material information supplied by such Party to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (c) Each of the Parties hereto shall use commercially reasonable efforts to prevent the entry of, and to cause to be discharged or vacated, any order or injunction of a Governmental Authority precluding, restraining, enjoining or prohibiting consummation of the transactions contemplated by this Agreementhereby; provided that no Party will be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangements. and (d) In case, case at any time after the Closing Date, Date any further action is necessary or desirable to carry out the purposes of this Agreement, each Party the proper officers and/or directors of Sellers and Buyer shall take or cause to this Agreement shall use commercially reasonable efforts to take be taken all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistancenecessary action. (b) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, except as set forth in Section 6.4(c), during the Secondary Period, each Party of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and otherwise make effective the transactions contemplated by this AgreementContemplated Transactions, including, without limitation, including using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary Authorizations (including under the HSR Act) needed to be obtained by such Party for the consummation of the transactions contemplated Contemplated Transactions and to satisfy the conditions to the other Party’s obligation to consummate the Merger. (b) Without limiting the foregoing, but subject to Section 6.4(c), each Party shall use commercially reasonable efforts to file, as soon as practicable after the commencement of the Secondary Period, all notices, reports and other documents required to be filed by this Agreement; provided that no such Party will with any Governmental Entity with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, but subject to Section 6.4(c), during the Secondary Period (i) each of the Company, Acquiror and Merger Sub shall use its commercially reasonable efforts to make promptly any required submissions under the HSR Act and any other applicable state, federal or foreign antitrust or competition Laws (collectively, the “Antitrust Laws”) in connection with the Merger and the Contemplated Transactions, and (ii) Acquiror, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required by this Section 4.3 to take be or should be obtained under any action that would materially delay other federal, state or prevent foreign Law or regulation or whether any Consents are required to be or should be obtained from other parties to Company Contracts in connection with the consummation of the transactions contemplated by this Agreement by itContemplated Transactions and (B) in promptly making any such filings, includingfurnishing information required in connection therewith and seeking to obtain timely any such Consents. In addition, without limitationif, entering into during the Primary Period, Acquiror determines, in its sole discretion, to file a premerger notification and report form under the HSR Act with respect to the Contemplated Transactions, then the Company shall file, as promptly as practicable, a premerger notification and report form under the HSR Act with respect to the Contemplated Transactions. Subject to Section 6.4(c), during the Secondary Period the Company and Acquiror shall (x) respond as promptly as practicable to (1) any consent decreeinquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, hold separate orders and (2) any inquiries or requests received from any state attorney general, foreign antitrust authority or other arrangements. In caseGovernmental Entity in connection with antitrust or related matters, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, each Party to this Agreement shall (y) use commercially reasonable efforts to take all such action at other actions necessary to cause the expense expiration or termination of the Party to this Agreement requesting such action to be taken. Without limitation of applicable waiting periods under the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. BruntAntitrust Laws as soon as practicable, and Mr. Brunt's liability shall (z) use commercially reasonable efforts to resolve any objections which may be limited to actual damaxxx xxxxxred asserted by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein Governmental Entity with respect to the contrary, if following Merger under the Service Period, MM requires Antitrust Laws. Acquiror and the assistance of Mr. Brunt Company shall cooperate with respect to any inquiries proceedings or otherwise and Mr. Brunt ix xxxx xx employee negotiations with any Governmental Entity relating to any of the Barington Groupforegoing. At the request of Acquiror, then during the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx Secondary Period the Barington Group Company shall determine in good faith based upon the scope of MM's request for assistance. (b) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist divest, sell, dispose of, hold separate or otherwise take or commit to take any Actionreasonable action relating to the business, including administrative product lines or judicial ActionAssets of the Company, provided that any such action is (I) determined by Acquiror in good faith to facilitate compliance with any Law or any request by any Governmental Entity, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanentII) that is in effect and that restricts, prevents or prohibits conditioned upon the consummation of the transactions contemplated by Merger. (c) Notwithstanding anything to the contrary contained in this Agreement, Acquiror shall not have any obligation, directly or indirectly, whether under this Agreement or otherwise: (i) to dispose of or transfer (or cause the Surviving Corporation to dispose of or transfer) any Assets, or to commit to (or commit to cause the Surviving Corporation to) dispose of or transfer any Assets; (ii) to discontinue offering any product or service, or to commit to (or commit to cause the Surviving Corporation to) discontinue offering any product or service; (iii) to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to (or commit to cause the Surviving Corporation to) license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate any Assets or operations (either before or after the Closing Date), or to commit to (or commit to cause the Surviving Corporation to) hold separate any Assets or operations; (v) to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of the Surviving Corporation; (vi) to contest any Legal Proceeding relating to the Merger if Acquiror determines in good faith that contesting such Legal Proceeding is not advisable; or (vii) to guarantee to any third party the performance by the Surviving Corporation of any Company Contracts or any obligations or Liabilities of the Company. (d) During the Secondary Period, (a) the Company shall use commercially reasonable efforts to cause the conditions set forth in Article IV to be satisfied on a timely basis, and (b) subject to Section 6.4(c), Acquiror and Merger Sub shall use commercially reasonable efforts to cause the conditions set forth in Article V to be satisfied on a timely basis. (e) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to obtain an executed assignment from Teva, in form and substance reasonably acceptable to Acquiror, transferring to the Company all rights held by Teva in U.S. Patent Application Serial Number 10/882,591 and its foreign counterparts, as well as additional executed assignments to the extent necessary or appropriate to transfer ownership in the foreign counterparts associated with the subject U.S. patent application.

Further Action; Commercially Reasonable Efforts. (a) Upon Except where a different efforts standard is expressly set forth herein, upon the terms and subject to the conditions hereofof this Agreement, each Party of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the transactions contemplated by this AgreementTransactions, including, without limitation, including using its commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Entities Authorities and parties to Contracts with the Company as are set forth in ‎Section 7.05 necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 Transactions and to take any action that would materially delay or prevent fulfill the consummation of conditions to the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementsMerger. In case, at any time after the Closing DateEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party to this Agreement party shall use their commercially reasonable efforts to take all such action at action. Ackrell shall use commercially reasonable efforts to consummate the expense of Ackrell Redemption in accordance with the Party to this Agreement requesting such action to be taken. Without limitation of terms hereof and the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceProxy Statement. (b) Each Party agrees of the parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting, video or telephone conference, or other communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults (to the extent legally permissible) with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement, the parties will coordinate and cooperate with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing. Subject to the terms of the Non-Disclosure Agreement, the parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the Transactions contemplated hereby. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions. (c) Notwithstanding the generality of the foregoing, Ackrell and Newco shall use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Actionconsummate the PIPE Investment in accordance with the Subscription Agreements, and the Company shall reasonably cooperate with Ackrell in such efforts. Ackrell and Newco shall not, without the prior written consent of the Company (such consent not to have vacatedbe unreasonably withheld, lifteddelayed or conditioned), reversed permit or overturned consent to any decreeamendment, judgmentsupplement or modification to, injunction or a waiver, assignment or transfer of, any Subscription Agreement (or any provision therein). Without limiting the generality of the foregoing, Ackrell and Newco shall give the Company prompt (under the circumstances) written notice: (i) of any material breach or material default by any party to any Subscription Agreement, which material breach, material default, event or circumstance is known to Ackrell or Newco; (ii) of its receipt of any written notice or other order written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement of any provisions of any Subscription Agreement in any material respect; and (whether temporary, preliminary iii) if it becomes known to Ackrell or permanent) Newco that is in effect and that restricts, prevents or prohibits consummation any portion of the transactions contemplated by this AgreementPIPE Investment will not be funded in accordance with the terms of the applicable Subscription Agreement(s).

Further Action; Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each Party party shall cooperate with the other and with the Mortgage Business Purchaser and use commercially reasonable efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws to satisfy the conditions to Closing set forth in this Agreement and regulations to consummate the Merger and make effective the other transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications . In furtherance and orders of Governmental Entities as are necessary for the consummation not in limitation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 foregoing, each party hereto agrees, to take the extent necessary, to file the appropriate notices, reports, and other documents pursuant to any action that would materially delay or prevent the consummation of Antitrust Law with respect to the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangements. In case, at any time and the Mortgage Business Sale Agreement as promptly as practicable after the Closing Date, date hereof and to supply as promptly as practicable any further action is necessary or desirable additional information and documentary material that may be requested pursuant to carry out the purposes of this Agreement, each Party to this Agreement shall use commercially reasonable efforts any Antitrust Law and to take all such action at other actions necessary, proper or advisable to cause the expense expiration or termination of the Party to this Agreement requesting such action applicable waiting periods under any Antitrust Law as soon as practicable. Parent shall be solely responsible for paying all filing and other administrative fees required to be taken. Without limitation paid in connection with filing the foregoing notices, reports, or other documents, including the notifications required under the HSR Act and the other Antitrust Laws, except the Mortgage Business Purchaser (and neither Parent nor Company) shall be responsible for paying any filing and other administrative fees required to be paid in connection with filing any notifications required under the HSR Act and the other Antitrust Laws for the sale of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein Mortgage Business to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceMortgage Business Purchaser. (b) Each Party agrees to cooperate of Parent and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial ActionMerger Sub on the one hand, and the Company on the other hand, shall, in connection with the efforts referenced in Section 6.9(a) to have vacatedobtain any requisite approvals, liftedconsents, reversed authorizations, actions or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of nonactions for the transactions contemplated by this Agreement under any Antitrust Law, use its commercially reasonable efforts, to the extent permitted by Law, to (i) cooperate with each other and with the Mortgage Business Purchaser in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and the Mortgage Business Purchaser informed of any communication received from, or given to, the Federal Trade Commission (the “FTC” ), the Antitrust Division of the Department of Justice (the “DOJ” ), the Commissioner of Competition for Canada (the “Canadian Competition Bureau”) or any other United States or foreign Governmental Entity and of any communication received from or given to any Person (other than the employees, agents, attorneys, representatives, advisors, consultants, or Affiliates of the parties to this Agreement) in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and the Mortgage Business Purchaser to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person (other than the employees, agents, attorneys, representatives, advisors, consultants, or Affiliates of the parties to this Agreement), and to the extent permitted by the FTC, the DOJ, the Canadian Competition Bureau or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Canadian Antitrust Law and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereof, except as set forth in Section 6.4(c), during the Secondary Period, each Party of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and otherwise make effective the transactions contemplated by this AgreementContemplated Transactions, including, without limitation, including using commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary Authorizations (including under the HSR Act) needed to be obtained by such Party for the consummation of the transactions contemplated Contemplated Transactions and to satisfy the conditions to the other Party’s obligation to consummate the Merger. (b) Without limiting the foregoing, but subject to Section 6.4(c), each Party shall use commercially reasonable efforts to file, as soon as practicable after the commencement of the Secondary Period, all notices, reports and other documents required to be filed by this Agreement; provided that no such Party will with any Governmental Entity with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Entity. Without limiting the generality of the foregoing, but subject to Section 6.4(c), during the Secondary Period (i) each of the Company, Acquiror and Merger Sub shall use its commercially reasonable efforts to make promptly any required submissions under the HSR Act and any other applicable state, federal or foreign antitrust or competition Laws (collectively, the “Antitrust Laws”) in connection with the Merger and the Contemplated Transactions, and (ii) Acquiror, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required by this Section 4.3 to take be or should be obtained under any action that would materially delay other federal, state or prevent foreign Law or regulation or whether any Consents are required to be or should be obtained from other parties to Company Contracts in connection with the consummation of the transactions contemplated by this Agreement by itContemplated Transactions and (B) in promptly making any such filings, includingfurnishing information required in connection therewith and seeking to obtain timely any such Consents. In addition, without limitationif, entering into during the Primary Period, Acquiror determines, in its sole discretion, to file a premerger notification and report form under the HSR Act with respect to the Contemplated Transactions, then the Company shall file, as promptly as practicable, a premerger notification and report form under the HSR Act with respect to the Contemplated Transactions. Subject to Section 6.4(c), -52- during the Secondary Period the Company and Acquiror shall (x) respond as promptly as practicable to (1) any consent decreeinquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, hold separate orders and (2) any inquiries or requests received from any state attorney general, foreign antitrust authority or other arrangements. In caseGovernmental Entity in connection with antitrust or related matters, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, each Party to this Agreement shall (y) use commercially reasonable efforts to take all such action at other actions necessary to cause the expense expiration or termination of the Party to this Agreement requesting such action to be taken. Without limitation of applicable waiting periods under the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. BruntAntitrust Laws as soon as practicable, and Mr. Brunt's liability shall (z) use commercially reasonable efforts to resolve any objections which may be limited to actual damaxxx xxxxxred asserted by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein Governmental Entity with respect to the contrary, if following Merger under the Service Period, MM requires Antitrust Laws. Acquiror and the assistance of Mr. Brunt Company shall cooperate with respect to any inquiries proceedings or otherwise and Mr. Brunt ix xxxx xx employee negotiations with any Governmental Entity relating to any of the Barington Groupforegoing. At the request of Acquiror, then during the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx Secondary Period the Barington Group Company shall determine in good faith based upon the scope of MM's request for assistance. (b) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist divest, sell, dispose of, hold separate or otherwise take or commit to take any Actionreasonable action relating to the business, including administrative product lines or judicial ActionAssets of the Company, provided that any such action is (I) determined by Acquiror in good faith to facilitate compliance with any Law or any request by any Governmental Entity, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanentII) that is in effect and that restricts, prevents or prohibits conditioned upon the consummation of the transactions contemplated by Merger. (c) Notwithstanding anything to the contrary contained in this Agreement, Acquiror shall not have any obligation, directly or indirectly, whether under this Agreement or otherwise: (i) to dispose of or transfer (or cause the Surviving Corporation to dispose of or transfer) any Assets, or to commit to (or commit to cause the Surviving Corporation to) dispose of or transfer any Assets; (ii) to discontinue offering any product or service, or to commit to (or commit to cause the Surviving Corporation to) discontinue offering any product or service; (iii) to license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right, or to commit to (or commit to cause the Surviving Corporation to) license or otherwise make available to any Person any technology, software or other Intellectual Property or Intellectual Property Right; (iv) to hold separate any Assets or operations (either before or after the Closing Date), or to commit to (or commit to cause the Surviving Corporation to) hold separate any Assets or operations; (v) to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of the Surviving Corporation; (vi) to contest any Legal Proceeding relating to the Merger if Acquiror determines in good faith that contesting such Legal Proceeding is not advisable; or (vii) to guarantee to any third party the performance by the Surviving Corporation of any Company Contracts or any obligations or Liabilities of the Company. (d) During the Secondary Period, (a) the Company shall use commercially reasonable efforts to cause the conditions set forth in Article IV to be satisfied on a timely basis, and (b) subject to Section 6.4(c), Acquiror and Merger Sub shall use commercially reasonable efforts to cause the conditions set forth in Article V to be satisfied on a timely basis. (e) During the Pre-Closing Period, the Company shall use commercially reasonable efforts to obtain an executed assignment from Teva, in form and substance reasonably acceptable to Acquiror, transferring to the Company all rights held by Teva in U.S. Patent Application Serial Number 10/882,591 and its foreign counterparts, as well as additional executed assignments to the extent necessary or appropriate to transfer ownership in the foreign counterparts associated with the subject U.S. patent application.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms Seller Parties and subject to the conditions hereof, each Party Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, take all appropriate action, action required of it and to do, or cause to be done, do all things necessary, proper or advisable under applicable laws and regulations on its part in order to consummate and make effective the transactions contemplated by this AgreementAgreement and each of the Transaction Documents (including satisfaction, includingbut not waiver, without limitationof the conditions set forth in Article VI). From and after the date hereof until the Closing, using commercially Seller Parties agree to fully cooperate in all reasonable respects with the Purchaser to make all filings necessary with Governmental Bodies which are required by such Governmental Bodies as a result of the transactions hereunder to enable Purchaser to operate the Purchased Assets consistent with past practice immediately following the Closing. In addition, at the request of Purchaser, Seller Parties shall use reasonable efforts to obtain all permitsassist Parent in obtaining any estoppel certificates from any lessor of the Real Property Leases. (b) Notwithstanding anything to the contrary in this Agreement, consents, approvals, authorizations, qualifications and orders of in connection with obtaining any Consent from any Person (other than a Governmental Entities as are necessary for the consummation of Body) with respect to the transactions contemplated by this Agreement; provided that no Party will hereunder, (i) without the prior written consent of Purchaser, Seller shall not pay or commit to pay to such Person whose Consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) none of Purchaser or its Affiliates shall be required by this Section 4.3 to take pay or commit to pay to such Person whose Consent is being solicited any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders cash or other arrangements. In caseconsideration, at make any time after the Closing Date, commitment or to incur any liability or other obligation. (c) If any further action is necessary or desirable to carry out the purposes of this Agreement, each Party to this Agreement shall use commercially reasonable efforts to take all such action at the expense of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request; provided, however, that Purchaser shall not be required to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for incur any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred expense in providing such services upon presentation connection therewith if it may be entitled to indemnity in connection therewith. Each Seller Party shall cooperate with Purchaser to encourage each lessor, licensor, customer, supplier, or other business associate of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited Seller to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein maintain the same business relationships with Purchaser after the Closing as it maintained with Seller prior to the contraryClosing, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise at Purchaser’s sole cost and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceexpense. (bd) Each Following the Closing, in the event and for so long as Purchaser actively is involved in, contesting or defending against any Legal Proceeding in connection with any fact, situation, circumstances, status, condition, activity, practice, plan, occurrence, event, incident, action, Tax matter, failure to act, or transaction involving Seller and any period of time prior to Closing, each Seller Party agrees to shall cooperate reasonably with Purchaser and use its commercially reasonable efforts to Purchaser’s counsel in such involvement, contest and resist any Action, including administrative or judicial Actiondefense, and provide such testimony and access to have vacatedits books and records as shall be reasonably necessary in connection with such contest or defense, lifted, reversed or overturned any decree, judgment, injunction or other order all at the sole reasonable cost and expense of Purchaser (whether temporary, preliminary or permanent) that unless Purchaser is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreemententitled to indemnification therefor hereunder).

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, including Section 7.12, each Party of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all such things as are necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this AgreementTransactions, including, without limitation, (i) using its commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities Authorities and parties to contracts with the Company and the Company Subsidiaries as are set forth in Section 4.05 necessary for the consummation of the transactions contemplated by Transactions and to fulfill the conditions to the Company Amalgamation, (ii) cooperating and working in good faith to make any amendments, revisions or modifications to this Agreement; provided that no Party will be required by this Section 4.3 Agreement or any Ancillary Agreement as necessary or desirable to take any action that would materially delay reflect the agreement or prevent the consummation discussions of the transactions contemplated by this Agreement by itParties prior to the date hereof, includingin each case, without limitationon terms that are reasonably satisfactory to each Party and (iii) with respect to the Company, entering into any consent decreeusing commercially reasonable efforts to amend, hold separate orders revise or other arrangementsmodify the terms of the Company Convertible Instruments, the Non-Convertible Company Instruments and the Remaining Company Convertible Instruments in a manner that is reasonably satisfactory to each Party to reflect the agreement or discussions of the Parties prior to the date hereof. In case, at any time after the Closing DateCompany Amalgamation Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party to this Agreement shall use its commercially reasonable efforts to take all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceaction. (b) Each Party agrees of the Parties shall keep each other apprised of the status of matters relating to cooperate and use its commercially reasonable efforts to contest and resist any Actionthe Transactions, including administrative promptly notifying the other Parties of any communication it or judicial Actionany of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to have vacatedthe extent practicable consult about, liftedany proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, reversed or overturned any decree, judgment, injunction investigation or other order (whether temporaryinquiry unless it consults with the other Parties in advance and, preliminary to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties shall provide each other with copies of all material correspondence, filings or permanent) communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is in effect and that restricts, prevents inconsistent with or prohibits intended to delay its action on requests for a consent or the consummation of the transactions contemplated by this AgreementTransactions.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofhereof (but subject to the provisions of Sections 6.3(g), 6.3(f) and 6.3(g)), each Party shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreementhereby, including, without limitation, including using commercially reasonable efforts to (i) obtain all waivers, licenses, permits, consents, approvals, authorizations, qualifications and orders of any Governmental Entities Body and parties to contracts with the Company as are necessary for the consummation of the transactions contemplated by this hereby, (ii) finalize the Transition Services Agreement; provided that no Party will be required by this Section 4.3 , including the schedules and exhibits thereto, in accordance with the principles set forth on Schedule 6.3(a)(ii)(x), (iii) transfer, assign or license any assets to take any action that would materially delay or prevent the consummation Company which are not listed in Schedule 2.25 to the Disclosure Memorandum in breach of the transactions contemplated by this Agreement by itrepresentations and warranties set forth in Section 2.25 and (iv) discuss the Commingled Contracts, includingincluding the contents thereof, without limitation, entering into any consent decree, hold separate orders or other arrangementsin connection with determining that post-Closing the Company has the Contracts required to operate the Business. In case, case at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this AgreementAgreement or the other Operative Documents, each Party to this Agreement shall use commercially reasonable efforts to promptly take all such action at action. Prior to the expense Closing, Buyer shall promptly notify Seller of the Party any event that would likely be expected to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees affect Buyer’s ability to pay the Barington Group for such services Purchase Price at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconductClosing. Notwithstanding anything herein to the contrarycontrary in this Agreement, if following the Service Periodsubject to Seller providing Buyer a reasonable opportunity to review and comment, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp Buyer agrees to make Mr. Brunt reasonably available provide its written consent (which consent shall not be unreasonably withheld, delayed or conditioned) to MM upon such terms and conditions xx XX xxx an amendment to the Barington Group TriZetto Contract (the “TriZetto Amendment”); provided the TriZetto Amendment shall determine be in good faith based upon accordance with the scope of MM's request for assistanceprinciples set forth on Schedule 6.3(a)(ii)(y). (b) Each Party agrees If any Person has initiated or threatened to cooperate and use its commercially reasonable efforts initiate a legal proceeding that seeks to contest and resist restrain, alter, delay or prohibit, or any Actionorder is entered that has the effect of restraining, including administrative altering, delaying or judicial Actionprohibiting, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, the Parties shall cooperate to use their commercially reasonable efforts to resist, resolve or defend such legal proceeding or have such order vacated subject, in each case (and for the avoidance of doubt), subject to the provisions of Sections 6.3(f) and 6.3(g). (c) Each Party shall promptly inform the other of, and furnish to the other Party copies of, any communication, correspondence or filing received by such Party from any Governmental Body regarding any of the transactions contemplated by this Agreement. If any Party or any of its Affiliates receives a request for additional information or documentary material from any such Governmental Body with respect to the transactions contemplated by this Agreement, then such Party shall, or shall cause such Affiliate to, as soon as reasonably practicable, but after providing the other Party with a reasonable opportunity to review and comment, deliver an appropriate response to the applicable Governmental Body in compliance with such request. Neither Party shall participate, or cause or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Body in respect of any filings, investigations or inquiries concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Body, gives the other Party the opportunity to attend and participate in such meeting. This clause (c) is limited to the extent compliance would be in violation of applicable Law. (d) Each Party shall promptly file or cause to be filed all filings with Governmental Bodies required in order to consummate the transactions contemplated hereby, including (i) filing as soon as reasonably practicable after the date hereof, and in any event within fifteen (15) business days of the date hereof, all required filings under the HSR Act, and (ii) submissions of additional information requested by the FTC, DOJ, state attorney general or any other Governmental Body. Each of the Parties further agrees that it shall, and shall cause its Affiliates to, comply with any other required post-Closing notification or other requirements of any antitrust, trade competition, investment or control reporting or similar Law of any Governmental Body with competent jurisdiction. Each of the Parties agrees to cooperate with and promptly to consult with, to provide any reasonably available information with respect to, and to provide, subject to appropriate confidentiality provisions, copies of all presentations and filings to any Governmental Body to the other party or its counsel. Each Party agrees not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Body not to consummate the transactions contemplated by this Agreement except with the prior written consent of the other Party. (e) In addition to the agreements set forth in clause (d) above in respect of the HSR Act (which shall be governed solely by clause (d) above), prior to the Closing, the Seller shall use commercially reasonable efforts to ensure that any other consents from the Governmental Bodies or third parties are obtained as promptly as practicable and that any reasonable conditions set forth in or established by any such consents from Governmental Bodies or third parties are satisfied in all material respects and Buyer shall use commercially reasonable efforts to cooperate with Seller in connection therewith; provided, however, that such efforts shall not require Seller to make or agree to make any material undertaking, or to agree to any material condition, in connection with its efforts to obtain such consents that is effective prior to the Closing or that applies to any of Seller’s operations other than the Company; provided further that Buyer’s obligation to use commercially reasonable efforts to cooperate with Seller shall not require Buyer or any Affiliate thereof to make any out-of-pocket expenditures or agree to any material undertaking or condition in connection with securing any such consent. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer or any of its subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit: (i) the freedom of action of Buyer or its subsidiaries or Affiliates with respect to the operation of, or Buyer’s ability to retain, the Company, or (ii) Buyer’s or its subsidiaries’ or Affiliates’ ability to retain, own or operate any portion of the businesses, product lines or assets of Buyer or any of its subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Buyer or its subsidiaries or Affiliates. (g) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Seller or any of its subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit Seller or its subsidiaries or Affiliates ability to retain, own or operate any portion of the businesses, product lines or assets of Seller or any of its subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Seller or its subsidiaries or Affiliates.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each Party of the parties hereto shall (i) at the request of the other party hereto, as promptly as practicable execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the P3 Merger and the other Transactions and (ii) use its commercially reasonable efforts to take, or cause to be taken, as promptly as practicable all appropriate action, and to do, or cause to be done, as promptly as practicable all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions Transactions, to satisfy the conditions to the obligations to consummate the P3 Merger, to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including, without limitation, including using its commercially reasonable efforts to obtain all permits, consents, waivers, approvals, authorizations, qualifications and orders of Governmental Entities Authorities as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 Transactions and to take any action that would materially delay or prevent fulfill the consummation of conditions to the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementsP3 Merger. In case, at any time after the Closing DateP3 Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers, managers and directors of each Party party to this Agreement shall use their commercially reasonable efforts to take all such action at the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceaction. (b) Each Party In furtherance and not in limitation of Section 6.07(a), to the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to cooperate promptly (and in any event within thirty (30) days after the date hereof) make any required filing or application under Antitrust Laws, as applicable. All filing fees incurred under the HSR Act or any other Antitrust Laws in connection with the Transactions shall be paid (at the time of filing) 50% by Foresight and 50% by the Company, and each party hereto shall pay its own costs with respect to its preparation of such filings. The parties hereto agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use its commercially reasonable efforts to contest to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and resist in connection with any Actioninvestigation or other inquiry, including administrative any proceeding initiated by a private Person; (ii) keep the other parties reasonably informed of any communication received by such party or judicial Actionits Agents from, or given by such party or its Agents to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions; (iii) permit an Agent of the other parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and to have vacatedthe extent permitted by such Governmental Authority or other Person, liftedgive an Agent or Agents of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Agent is prohibited from participating in or attending any meetings or conferences, reversed the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use commercially reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or overturned other written communications explaining or defending the Transactions, articulating any decreeregulatory or competitive argument, judgmentand/or responding to requests or objections made by any Governmental Authority. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order (whether temporaryOrder, preliminary decree or permanent) ruling or statute, rule, regulation or executive Order that is in effect and that restricts, prevents or prohibits consummation would adversely affect the ability of the transactions contemplated by this Agreementparties to consummate the Transactions, to use commercially reasonable efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

Further Action; Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions hereofherein provided, each Party shall of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all permitsnecessary authorizations, consents, consents and approvals, authorizationsand to effect all necessary registrations and filings. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) The Company agrees to, qualifications and orders to cause its Subsidiaries and its and their respective officers, employees, advisors and accountants to, reasonably cooperate with Merger Company in connection with the arrangement of Governmental Entities as are necessary for any financing to be consummated prior to or contemporaneously with the consummation Closing in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents and comfort letters of accountants, as may be reasonably requested by Merger Company. In conjunction with the obtaining of any such financing, the Company agrees, at the reasonable request of Merger Company, to call for prepayment or redemption, or to prepay or redeem, or to attempt to renegotiate the terms of, any then existing indebtedness for borrowed money of the Company; provided provided, however, that no Party will such prepayment or redemption or call for prepayment or redemption or renegotiated terms shall actually be made or become effective (nor shall the Company be required by this Section 4.3 to take incur any action that would materially delay liability in respect of any such prepayment or prevent redemption or call therefor or renegotiation thereof) prior to the consummation Effective Time. Merger Company will promptly inform the Company of all material developments relating to arranging such financing. (c) Merger Company and the Company shall use their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement by ithereby under the laws, includingrules, without limitationguidelines or regulations of any Governmental Entity. Without limiting the foregoing, entering into any consent decreethe Company and Merger Company shall, hold separate orders or other arrangements. In caseas soon as practicable, at any time after file Notification and Report Forms under the Closing Date, any further action is necessary or desirable to carry out HSR Act (as defined below) with the purposes Federal Trade Commission (the "FTC") and the Antitrust Division of this Agreement, each Party to this Agreement the Department of Justice (the "Antitrust Division") and shall use commercially reasonable efforts to take respond as promptly as practicable to all such action at inquiries received from the expense FTC or the Antitrust Division for additional information or documentation. "Competition Laws" means statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and includes the Party to this Agreement requesting such action to be taken. Without limitation Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the foregoing1976, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing as amended (the "Service PeriodHSR Act") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Bruntand, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contraryextent applicable, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee equivalent laws of the Barington Group, then European Union or the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceMember States thereof. (b) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement.

Further Action; Commercially Reasonable Efforts. (a) Upon Each of the terms and subject to the conditions hereof, each Party parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this AgreementAgreement as promptly as practicable, including, without limitation, using its commercially reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with the Company, the Company Subsidiaries and Parent as are necessary for the consummation of the transactions contemplated by this Agreement; provided that no Party will be required by this Section 4.3 to take any action that would materially delay or prevent the consummation of the transactions contemplated by this Agreement by it, including, without limitation, entering into any consent decree, hold separate orders or other arrangementsherein. In case, case at any time after the Closing Date, Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party party to this Agreement shall use commercially reasonable efforts to take all such action at including taking any actions that may be necessary to obtain any required consents under the expense of the Party to this Agreement requesting such action to be taken. Without limitation of the foregoing, upon the request of JMI, the Barington Group agrees that it shall make available Mel Brunt to JMI for reasonable periods of time for up to 90 days afxxx xxx Xlosing (the "Service Period") to assist JMI by performing the same services that he currently renders on behalf of MM. JMI agrees to pay the Barington Group for such services at the rate of $10,000 per month (or pro rated amount for any portion thereof) and to reimburse the Barington Group for its actual out-of-pocket costs incurred in providing such services upon presentation of appropriate documentation thereof. Barington shall have no liability whatsoever for any services performed by Mr. Brunt, and Mr. Brunt's liability shall be limited to actual damaxxx xxxxxred by XX xx x xxrect result of any action by him which is determined by a court of competent jurisdiction to have been attributable to his bad faith, gross negligence or willful misconduct. Notwithstanding anything herein to the contrary, if following the Service Period, MM requires the assistance of Mr. Brunt with respect to any inquiries or otherwise and Mr. Brunt ix xxxx xx employee of the Barington Group, then the Barinxxxx Xxxxp agrees to make Mr. Brunt reasonably available to MM upon such terms and conditions xx XX xxx the Barington Group shall determine in good faith based upon the scope of MM's request for assistanceCompany Credit Documents. (b) Each Party agrees From the date of this Agreement until the Effective Time, each of the parties shall promptly notify the other in writing of any action, proceeding or investigation by any Governmental Entity or any other Person that is, to cooperate and use its commercially reasonable efforts the knowledge of such party, pending or threatened that (i) challenges or seeks damages in connection with the Merger or (ii) seeks to contest and resist any Action, including administrative restrain or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits prohibit the consummation of the Merger or otherwise limit the right of Parent to own or operate all or any portion of the business or assets of the Company. (c) In connection with the transactions contemplated by this Agreement and to the extent not done prior to the execution of this Agreement, the parties shall comply promptly with the notification and reporting requirements of the HSR Act and use all commercially reasonable best efforts to obtain early termination of the waiting period under the HSR Act. The Parties shall substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by any antitrust authority. In the event that this Agreement is terminated pursuant to Section 10.1 prior to the expiration or early termination of the waiting period under the HSR Act, each party hereto shall withdraw any filing made by such party pursuant to the HSR Act.