Common use of Further Action; Consents; Filings Clause in Contracts

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergers, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI or the Surviving Corporations or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third persons necessary, proper or advisable (as determined in good faith by Parent with respect to such notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective effective, in the Mergersmost expeditious manner practicable, the Merger and the other Transactions, (ii) obtain from Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Purchaser or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other Transactions, (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other Transactions required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Exchange Act, the Exchange Securities Act and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and any pre-merger notification filing with the German Federal Cartel Office and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) The Company and Purchaser each agree to use all reasonable efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and none to have vacated, lifted, reversed or overturned any decree, judgment, injunction, ruling or other order, whether temporary, preliminary or permanent (an "Order"), that is in effect and that restricts, prevents or prohibits the consummation of any of the Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. (c) Each of Purchaser, Merger Sub and the Company shall not, and shall not permit any of its respective Subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of its respective representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such respective representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 6.1(b) or Section 6.3, any of the conditions to the Merger set forth in Article VII not being satisfied. (d) however, that no such notification shall affect the representations, warranties, ------- covenants or agreements of the parties shall file any such document if any or the conditions to the obligations of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedunder this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts to and shall cooperate fully with each other to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or otherwise to cause the satisfaction of the conditions in Article VIII and to consummate and make effective effective, in the Mergersmost expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and the ancillary agreements (including, without limitation, seeking to cause the condition set forth in SECTION 8.03(f) to be satisfied within 60 days after the date hereof), (ii) obtain from Governmental Entities Authorities in the most expeditious manner practicable any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required to be obtained or made by Bergenthe Company, IVAX, BBI A or the Surviving Corporations B or any of their subsidiaries respective affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement and the ancillary agreements, (iii) make as promptly as possible all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Mergers transactions contemplated hereby required under (A) the Securities Act, Exchange Act, the Trust Indenture Act and the respective rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate Law and consult with (iv) obtain in the most expeditious manner practicable the consent, approval or appropriate waiver, as the case may be, of each other person whose consent or approval is required in connection with the making Mergers or the consummation of the transactions contemplated by this Agreement or any of the ancillary agreements, under all such filingsmaterial agreements or instruments to which A or any of its subsidiaries, including by providing copies in the case of all such documents to the nonfiling parties and their advisors prior to filingA, and none B is a party (including those designated with an asterisk in the A Disclosure Schedule or the B Disclosure Schedule, as applicable). (b) Without limiting SECTION 7.06(a) and subject in all respects to SECTIONs 7.06(c) and 7.06(d), each of the parties Company, A and B shall file use all reasonable efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any such document if decree, judgment, injunction, ruling or other order (whether preliminary or permanent) or any other judicial, administrative or legislative action or proceeding (an "ORDER") that would restrict, prevent or prohibit the consummation of the A Merger, the B Merger or any of the other parties transactions contemplated hereby or by any of the ancillary agreements on or before the date defined in SECTION 9.01(b), including, without limitation, by pursuing all available avenues of administrative and judicial appeal and all available legislative action. (c) Without limiting SECTION 7.06(a) and subject in all respects to SECTION 7.06(d), each of the Company, A and B shall have reasonably objected agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of A (or any of its subsidiaries) or B, as the case may be, provided that any such action is conditioned upon the consummation of the Mergers. A and B agree and acknowledge that, in connection with any filing or submission required, action to be taken or commitment to be made by the Company, A or B, or any of their respective subsidiaries to consummate the Mergers or other transactions contemplated in this Agreement, neither A (or any of its subsidiaries) nor B, as the case may be, without the prior written consent of the Company, may divest any assets, commit to any divestiture of assets or businesses of A (or any of its subsidiaries) or B, as the case may be, or take any other action or commit to take any action that would limit the Company's, A's or B's or any of their respective subsidiaries' freedom of action with respect to, or their ability to retain, any of their businesses, product lines or assets. (d) Notwithstanding the foregoing paragraphs of this SECTION 7.06, nothing in this Agreement shall require the Company, A or B to agree to the filing sale, transfer, divestiture or other disposition of any assets (including any lines of business) of the Company, A or B or any of their respective subsidiaries or any of the other actions contemplated in SECTION 7.06(c) if the Company, A or B concludes that the taking of such document. No party shall consent to any voluntary extension action or the making of any statutory deadline commitments or waiting period or the consequences thereof would be reasonably likely to any voluntary delay of have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Mergers at (without taking into account the behest effects of any Governmental Entity without the consent and agreement of the type contemplated by SECTION 116 of the Aviation and Transportation Security Act, provided that such agreement is reasonably acceptable to the parties hereto and approved by the Secretary of the DOT under 49 U.S.C. ss. 41308(c)). In addition, notwithstanding the foregoing paragraphs of this SECTION 7.06, nothing in this Agreement shall require the Company, A or B to contest any injunction (other parties hereto, which consent shall not be unreasonably withheld or delayedthan a temporary restraining order) issued by a court of competent jurisdiction in a proceeding initiated by a Governmental Authority.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement that are required under (A) the rules Exchange Act and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and foreign antitrust regulations, if any, applicable to the Merger and the other transactions contemplated hereunder and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings. (b) Parent and the Company shall, including by providing copies as soon as practicable after the date of this Agreement, file notifications under the HSR Act and make any required antitrust filings in foreign jurisdictions 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 Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such documents filings or responses. Notwithstanding anything to the nonfiling parties and their advisors prior contrary in this Section 6.09, Parent shall not be required to filingagree to (i) the divestiture (including, and none without limitation, through a licensing arrangement) by Parent, any Parent Subsidiary, the Company or any Company Subsidiary of the parties shall file any such document if any of their respective businesses, product lines or assets, or (ii) the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock. (c) Each party shall promptly notify the other parties shall have reasonably objected party in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Merger or the behest transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any Governmental Entity without the consent and agreement portion of the other parties heretobusiness, which consent shall not be unreasonably withheld assets or delayedproperties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of company and Parent will give (or will cause their respective subsidiaries to give) any notices to third persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third persons necessary, proper or advisable (as determined in good faith by Parent with respect to such notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to expeditiously to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement that are required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Lawslaws, (B) the HSR Act and any other antitrust regulations, (C) the HSR Act, rules and regulations of all relevant insurance regulatory authorities and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (i) Each party to this Agreement shall give any notices to third parties, and none use its reasonable best efforts to obtain any third party consents (without making any payments therefor), (A) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (B) required to be disclosed in the Company Disclosure Schedule or the Parent Disclosure Schedule (as applicable) or (C) required to prevent a Material Adverse Effect from occurring prior to or after the Effective Time. (ii) From the date of this Agreement until the parties Effective Time, each party to this Agreement shall file any such document if any of promptly notify the other parties shall have reasonably objected party in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with the Merger or the conversion of Company Common Stock into the Merger Consideration pursuant to any voluntary extension of any statutory deadline the Merger, (ii) seeking to restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Merger or otherwise limiting the behest right of Parent or its subsidiaries to own or operate all or any Governmental Entity without the consent and agreement portion of the businesses or assets of the Company or its subsidiaries, or (iii) which could reasonably be expected to have a Material Adverse Effect. Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any such action, including administrative or judicial actions, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other parties heretoorder (whether temporary, which consent shall not be unreasonably withheld preliminary or delayedpermanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other reasonably required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement that are required under (A) the rules Exchange Act and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Lawslaws, (CB) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (D) and foreign antitrust regulations, if any, applicable to the New Jersey Industrial Site Recovery Act Merger and the other transactions contemplated hereunder and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) If required or agreed by Parent and none the Company to be advisable, Parent and the Company 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 reasonable inquiries or reasonable 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 reasonable inquiries and reasonable requests received from any State Attorney General or other governmental entity in connection with antitrust matters. The parties shall file any cooperate with each other in connection with the making of all such document if any of the other parties shall have reasonably objected filings or responses. Notwithstanding anything to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties heretocontrary in this SECTION 6.08, which consent Parent shall not be unreasonably withheld required to agree to (i) the divestiture (including, without limitation, through a licensing arrangement) by Parent or delayedthe Company or any of their respective businesses, product lines or assets, or (ii) the imposition of any material or the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate the transactions contemplated by this Agreement and, when executed, the Stockholders' Agreement and make effective the MergersVoting Agreement, (ii) obtain from Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI the Purchasers or the Surviving Corporations Company or any of their subsidiaries partners or Subsidiaries, as the case may be, in connection with the authorization, execution and delivery of this Agreement, the Stockholders' Agreement and the Voting Agreement and the consummation of the Mergers transactions contemplated hereby and thereby and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement, the Stockholders' Agreement and the Mergers Voting Agreement and the transactions contemplated hereby and thereby that are required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Lawsor "blue sky" laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) The Purchasers and none the Company 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 file any cooperate with each other in connection with the making of all such document if any filings or responses, including providing copies of all such documents to the other parties shall have reasonably objected party and its advisors prior to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedresponding.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries subsidiaries, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties hereto shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be in the Proxy Statement) in connection with the transactions contemplated by this Agreement. (b) Parent and the Company shall file as soon as practicable (but not later than five business days) 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 Entity 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. (c) Each of the Company and Parent agree to cooperate and use their best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and none of the parties shall file to have vacated, lifted, reversed or overturned any such document if any of the decree, judgment, injunction or other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline order (whether temporary, preliminary or waiting period permanent) (an "Order") that is in effect and that restricts, prevents or to any voluntary delay of prohibits the consummation of the Mergers at Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding any other provision of this Agreement to the behest contrary, each of the Company and Parent also agree, if requested by the other, to take any and all actions as is or may be required by Governmental Entities as a condition to the granting of any Governmental Entity without approvals required in order to permit the consent and agreement consummation of the Merger or the other parties heretotransactions contemplated hereby or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action which consent would otherwise cause any condition to Closing not to be satisfied; provided, however, that Parent and the Parent Subsidiary shall not be unreasonably withheld required to take any actions otherwise required hereunder if the effect of such action would have a material adverse effect on the financial position, business, or delayedresults of operations of the Parent, the Parent Subsidiaries, the Company and the Company Subsidiaries, all taken as a whole.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenCGI, IVAXMerger Sub, BBI STC or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENASD, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries subsidiaries, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties hereto shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be in the Proxy Statement) in connection with the transactions contemplated by this Agreement. (b) Parent and the Company shall file as soon as practicable (but not later than five business days) 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 Entity 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. (c) Each of the Company and Parent agree to cooperate and use their best efforts vigorously to contest and resist any action, including legislative, administrative or judicial action, and none of the parties shall file to have vacated, lifted, reversed or overturned any such document if any of the decree, judgment, injunction or other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline order (whether temporary, preliminary or waiting period permanent) (an "Order") that is in effect and that restricts, prevents or to any voluntary delay of prohibits the consummation of the Mergers at Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Notwithstanding any other provision of this Agreement to the behest contrary, each of the Company and Parent also agree, if requested by the other, to take any and all actions as are or may be required by Governmental Entities as a condition to the granting of any Governmental Entity without approvals required in order to permit the consent consummation of the Merger or the other transactions contemplated hereby or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action which would otherwise cause any condition to Closing not to be satisfied; provided however, that Parent and agreement the Parent Subsidiaries shall not be required to take any actions otherwise required hereunder if the effect of such action would have a material adverse effect on the financial position, business, or results of operations of the Parent, the Parent Subsidiaries, the Company, the Company Subsidiaries, Medical Manager and each of the other parties heretoSubsidiaries of Medical Manager, which consent shall not be unreasonably withheld or delayedall taken as a whole.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSEExchange Act, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities LawsXXX Xxx, (CX) the HSR Actxxx xxxxx xx xxx XXXX, (D) the New Jersey Industrial Site Recovery Act and (EX) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). Each of the parties agrees to consult in good faith and to use all commercially reasonable efforts to avoid or cure the occurrence of an Event of Default (as such term is defined in the Indenture).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAX, BBI Parent's Subsidiaries or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if applicable, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none neither of the parties shall file any such document if any of the other parties party shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties party hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or Parent will cause its Subsidiary to give) any notices to third Persons, and use, and Parent will cause its Subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Restated Agreement and the consummation of the Mergers Merger and (iii) promptly make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Restated Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR ActAct and any related governmental request thereunder, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including including, without limitation, by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Restated Agreement. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable (as determined by Parent in good faith with respect to notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Restated Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM and the NSCM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (and shall cause its respective Subsidiaries, if any, to) use all commercially reasonable efforts to to take, as promptly as practicable after the date of this Agreement, the actions set forth in the following clauses (i) and (vi) and use reasonable best efforts to take, as promptly as practicable after the date of this Agreement, the actions set forth in the following clauses (ii), (iii), (iv) and (v): (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersAmalgamation and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permitsPermits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Amalgamation and the other transactions contemplated by this Agreement, (iii) promptly as practicable make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Amalgamation required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR ActAct and any other applicable Antitrust Laws, (D) the New Jersey Industrial Site Recovery Act rules and regulations promulgated by any Telecommunications Operating Authority, and (E) any other applicable Law, (iv) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Amalgamation or the other transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (v) provide notice, in the manner provided below, pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations and rules promulgated thereunder (“Exon-Xxxxxx”) in connection with the transactions contemplated by this Agreement (the “Exon-Xxxxxx Notification”), and (vi) execute and deliver any additional instruments necessary to consummate the Amalgamation and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company’s Board of Directors shall (1) take all action reasonably necessary to ensure that no Bermuda takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Amalgamation or any of the other transactions contemplated by this Agreement and (2) if any Bermuda takeover statute or similar statute becomes applicable to this Agreement, the Amalgamation or any other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Amalgamation and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Amalgamation and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent or the Company to agree to, or proffer to, divest or hold separate any material assets or any material portion of its business in response to a condition imposed upon consummation of the Amalgamation by a Governmental Entity pursuant to applicable Antitrust Laws. Without limiting the generality of the foregoing, each party hereto shall give the other party hereto the opportunity to participate in the defense of any litigation against it and/or its directors relating to the transactions contemplated by this Agreement. The parties hereto shall cooperate and consult with each other in connection with the making of all filings referenced in this Section 6.07(a) for any mutual consents, Permits, waivers, approvals, authorizations or orders (and not any other such filings), including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party The Company and Parent shall consent use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company shall promptly and fully respond to any voluntary extension reasonable requests by Parent for information held or reasonably obtainable without significant unreimbursed expense by the Company relevant to the Exon-Xxxxxx Notification, including information relating to foreign national or foreign government ownership or control of the Company. Parent shall control the preparation of the Exon-Xxxxxx Notification, which shall be jointly submitted by both parties after coordinating with one another as far in advance as is reasonably practicable with respect to the Exon-Xxxxxx Notification. Such coordination shall include Parent providing the Company with a reasonable opportunity to review and comment on the draft Exon-Xxxxxx Notification prepared by Parent and providing the Company with reasonable assurances prior to filing of the Exon-Xxxxxx Notification with respect to any factual or legal matters contained therein as to which the Company has raised reasonable and good faith objection in writing to Parent. The Company and Parent shall each provide to the other party copies of all correspondence, filings or communications with any Governmental Entity in connection with the Exon-Xxxxxx Notification, keep the other party apprised of the status of any statutory deadline communications with, and any inquiries or waiting period requests received from any Governmental Entity in connection with the Exon-Xxxxxx Notification and shall promptly provide any supplemental information requested by any Governmental Entity in connection with the Exon-Xxxxxx Notification. (b) Each of Parent and Amalgamation Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.07(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act and any other applicable Antitrust Laws, use its reasonable best efforts to (i) cooperate in all respects with each other 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 informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S., or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any voluntary 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, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.07 (a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement, under any Antitrust Law or if any Suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay of the consummation of the Mergers at transactions contemplated hereby and thereby, each of Parent, Amalgamation Sub and the behest Company shall use its reasonable best efforts to resolve any such objections or Suits so as to permit consummation of the transactions contemplated by this Agreement, including in respect of such objections or Suits that if not resolved could reasonably be expected to prohibit or materially impair or delay the consummation of the transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or Suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such objections or Suits. (d) Subject to the obligations under Section 6.07(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby or thereby each of Parent, Amalgamation Sub and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.07 shall limit a party’s right to terminate this Agreement pursuant to Section 9.01(b) so long as such party has up to then complied in all material respects with its obligations under this Section 6.07. (f) Each of the Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable (as reasonably determined by Parent in good faith with respect to notices or consents to be delivered or obtained by the Company) to consummate the transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the covenants of the parties contained in Section 6.07(a) and except in connection with HSR Act and other applicable Antitrust Law notification and reporting processes and the Exon-Xxxxxx Notification process, as soon as reasonably practicable after execution of this Agreement (but in any event in accordance with requirements under applicable Law), the Company shall prepare and file, or cause to be prepared and filed, the necessary applications, requests, notices and other filings, and thereafter shall timely make all other filings and notifications and timely seek all such Required Company Governmental Approvals for the consummation of the Amalgamation. Parent and Amalgamation Sub shall cooperate with the Company to the fullest extent reasonably possible to provide all necessary information for the preparation of the applications, including those portions of such applications, which are required to be completed by the Parent and/or Amalgamation Sub. The Company and the Parent and the Amalgamation Sub shall prosecute, or cause to be prosecuted, such filings with all due diligence and otherwise use their reasonable best efforts to obtain grants of approval as expeditiously as practicable. The parties shall promptly inform each other of material communications from any Governmental Entity without concerning this Agreement, the consent and agreement consummation of the Amalgamation or any Company Permit and, except in connection with filings and notifications related to the HSR Act and other parties heretoAntitrust Law notification and reporting processes, compliance with which consent would prohibit such action, permit the other party to review in advance any proposed written communication or information submitted to any such Governmental Entity. Each party shall use its reasonable best efforts not to cause or permit any of its officers, directors, partners, or other affiliates to take any action which could reasonably be unreasonably withheld expected to materially and adversely affect the submission of any required filings or delayednotifications or grant of such approvals.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts to and shall cooperate fully with each other to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or otherwise to cause the satisfaction of the conditions in Article VII and to consummate and make effective effective, in the Mergersmost expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities Authorities in the most expeditious manner practicable any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required to be obtained or made by Bergenthe Company, IVAX, BBI C GP or the Surviving Corporations C Inc. or any of their subsidiaries respective affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement, (iii) make as promptly as possible all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Mergers transactions contemplated hereby required under (A) the Securities Act, Exchange Act, the Trust Indenture Act and the respective rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate Law and consult with (iv) obtain in the most expeditious manner practicable the consent, approval or appropriate waiver, as the case may be, of each other person whose consent or approval is required in connection with the making of all such filings, including by providing copies of all such documents to Merger or the nonfiling parties and their advisors prior to filing, and none consummation of the parties transactions contemplated by this Agreement, under all material agreements or instruments to which C GP or C Inc. is a party. (b) Without limiting Section 6.03(a), each of the Company, C GP and C Inc. shall file use all reasonable efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any such document if decree, judgment, injunction, ruling or other order (whether preliminary or permanent) or any other judicial, administrative or legislative action or proceeding (an "ORDER") that would restrict, prevent or prohibit the consummation of the Merger or any of the other parties transactions contemplated hereby on or before the date defined in Section 8.01(b), including, without limitation, by pursuing all available avenues of administrative and judicial appeal and all available legislative action. In addition, notwithstanding the foregoing paragraphs of this Section 6.03, nothing in this Agreement shall have reasonably objected require C GP, C Inc., the Company or TW to the filing contest any injunction (other than a temporary restraining order) issued by a court of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any competent jurisdiction in a proceeding initiated by a Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedAuthority.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give any notices to third persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third persons necessary, proper or advisable (as determined in good faith by Parent with respect to such notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAX, BBI Lux Sub or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Lawslaws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company, Parent and Lux Sub will give any notices to third persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third persons necessary, proper or advisable (as determined in good faith by Parent with respect to such notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable United States federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third Persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall Buyer and Sellers will use all commercially reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things actions necessary, proper or advisable under applicable Law Governmental Rules or otherwise to satisfy the conditions to Closing set forth in Article X and consummate and make effective the Mergerstransactions contemplated by this Agreement, (ii) obtain from the requisite Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI or the Surviving Corporations or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. to this Agreement and the Mergers transactions contemplated by this Agreement required under (A) any applicable Governmental Rules, including without limitation all filings with the FDA or other Governmental Entity needed to obtain approval of Buyer to manufacture the Products in a timely and reasonable manner. Each of Sellers and Buyer will provide copies of all non-confidential documents to each other party and its advisors prior to filing and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith. Each of Sellers and Buyer will furnish all information required for any application or other filing to be made pursuant to the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other Governmental Rules in connection with the making transactions contemplated by this Agreement. (b) Each of all such filingsBuyer and Sellers shall use reasonable best efforts to obtain from the FTC preliminary approval for Buyer as the purchaser of the Transferred Assets. Each of Buyer and Sellers agree to cooperate and use its reasonable best efforts vigorously to contest and resist any action, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filinglegislative, administrative or judicial action, and none of the parties shall file to have vacated, lifted, reversed or overturned any such document if any of the decree, judgment, injunction or other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline order (whether temporary, preliminary or waiting period permanent) that is in effect and that restricts, prevents or to any voluntary delay of prohibits the consummation of the Mergers at the behest transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of any Governmental Entity without the consent administrative and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedjudicial appeal and all available legislative action.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI New Holland or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (CB) the HSR Act, (DC) the New Jersey Industrial Site Recovery Act Council Regulation (EEC) No. 4064/89 and (ED) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period party or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause their subsidiaries to, use their reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things reasonable actions necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) use all reasonable efforts to obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Parent and none the Company shall file as soon as practicable (but not sooner than 10 days) 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 Entity in connection with antitrust matters. The parties shall file any cooperate with each other in connection with the making of all such document if any filings or responses, including providing copies of all such documents to the other parties shall have reasonably objected party and its advisors prior to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedresponding.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable their best efforts to to (ia) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (iib) obtain from Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders Orders required to be obtained or made by BergenParent, IVAX, BBI or the Surviving Corporations or any of their subsidiaries Parent Subsidiaries and the Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents, except such documents as do not relate directly to Parent, the Parent Subsidiaries, the Company, the Stockholders or the Merger, to the nonfiling parties party and their its advisors prior to filingfiling and, and none of if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding anything to the contrary in this Section 7.05, the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent agree that, in respect to any voluntary extension of any statutory deadline action taken or waiting period or threatened to any voluntary delay of the consummation of the Mergers at the behest of be taken by any Governmental Entity without the consent and agreement of the other parties heretoAuthority, which consent Parent shall not be unreasonably withheld required to sell, license or delayedotherwise dispose of, hold separate or otherwise divest itself of any portion of the business or assets of the Company, Merger Sub or Parent or any of its Subsidiaries in order to consummate the Merger.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement. (c) The Company shall use its best efforts to obtain the Company Fairness Opinion as promptly as practicable.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement that are required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Parent and the Company shall, and none the Company shall cause its Affiliates who are required to do so to, file as soon as practicable after the date of this Agreement but in no event more than five business days after the date of this Agreement, notifications under the HSR Act and any other applications or notices required under other Law and shall respond as promptly as practicable to all inquiries or requests that may be made pursuant to the HSR Act or any other applicable Laws for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any Governmental Entity in connection with antitrust matters. The parties shall file any cooperate with each other in connection with the making of all such document if any filings or responses, including providing copies of all such documents to the other parties shall have reasonably objected party and its advisors prior to filing or responding. Each of Parent, Merger Subsidiary and the Company, to the extent applicable, further agrees to file contemporaneously with the filing of the applications any requests for waivers of applicable Governmental Entities as may be required to expeditiously prosecute such document. No party shall consent waiver requests and to diligently submit any voluntary extension of any statutory deadline additional information or waiting period or to any voluntary delay of amendments for which the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedmay ask with respect to such waiver requests.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations authorizations, rulings or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement (in the case of any such application for a ruling from the Internal Revenue Service, such application shall be made jointly by Parent and the Company) and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmissions requested by any Governmental Entities in connection with such filings, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law; provided, however, that Parent shall not be obligated to agree to material restrictions on the conduct of its business following the Effective Time or to divest any of its material assets or material assets of any of its affiliates, or the Company or any of its affiliates. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. The parties may, as each deems advisable and none necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. (b) Parent and the Company 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 (the "FTC") 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 Entity in connection with antitrust matters. Parent and the Company shall file as promptly as practicable following the execution of this Agreement, a notification with the EC under Regulation 4064/89 and any notifications or other filings required in other non-U.S. jurisdictions under antitrust or merger control Laws, rules or regulations. Parent and the Company shall respond as promptly as practicable to all inquiries and requests received from the FTC and the EC. The parties shall file any cooperate with each other in connection with the making of all such document if any filings or responses, including providing copies of all such documents to the other parties shall have reasonably objected party and its advisors prior to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedresponding.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersReorganization, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenAcquiror, IVAX, BBI or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Reorganization and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Reorganization required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Reorganization at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the parties hereto shall promptly give any notices regarding the Reorganization, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable law or by any Material Contract, and use all reasonable efforts to obtain any third party consents required under any such Material Contract in connection with the consummation of the Reorganization or the other transactions contemplated by this Agreement. (c) The Company and Acquiror agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Company business and the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company is a party is not obtained prior to the Closing, the current officers and directors of the Company will, subsequent to the Closing, cooperate with Acquiror and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts to and shall cooperate fully with each other to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or otherwise to cause the satisfaction of the conditions in Article VIII and to consummate and make effective effective, in the Mergersmost expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and the ancillary agreements (including, without limitation, seeking to cause the condition set forth in Section 8.03(f) to be satisfied within 60 days after the date hereof), (ii) obtain from Governmental Entities Authorities in the most expeditious manner practicable any consents, licenses, permits, waivers, approvals, authorizations authorizations, clearances or orders required to be obtained or made by Bergenthe Company, IVAX, BBI A or the Surviving Corporations B or any of their subsidiaries respective affiliates in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement and the ancillary agreements, (iii) make as promptly as possible all necessary filings, and thereafter make any other required or appropriate advisable submissions, with respect to this Agreement and the Mergers transactions contemplated hereby required under (A) the Securities Act, Exchange Act, the Trust Indenture Act and the respective rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate Law and consult with (iv) obtain in the most expeditious manner practicable the consent, approval or appropriate waiver, as the case may be, of each other person whose consent or approval is required in connection with the making Mergers or the consummation of the transactions contemplated by this Agreement or any of the ancillary agreements, under all such filingsmaterial agreements or instruments to which A or any of its subsidiaries, including by providing copies in the case of all such documents to the nonfiling parties and their advisors prior to filingA, and none B is a party (including those designated with an asterisk in the A Disclosure Schedule or the B Disclosure Schedule, as applicable). (b) Without limiting Section 7.06(a) and subject in all respects to Sections 7.06(c) and 7.06(d), each of the parties Company, A and B shall file use all reasonable efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any such document if decree, judgment, injunction, ruling or other order (whether preliminary or permanent) or any other judicial, administrative or legislative action or proceeding (an "Order") that would restrict, prevent or prohibit the consummation of the A Merger, the B Merger or any of the other parties transactions contemplated hereby or by any of the ancillary agreements on or before the date defined in Section 9.01(b), including, without limitation, by pursuing all available avenues of administrative and judicial appeal and all available legislative action. (c) Without limiting Section 7.06(a) and subject in all respects to Section 7.06(d), each of the Company, A and B shall have reasonably objected agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of A (or any of its subsidiaries) or B, as the case may be, provided that any such action is conditioned upon the consummation of the Mergers. A and B agree and acknowledge that, in connection with any filing or submission required, action to be taken or commitment to be made by the Company, A or B, or any of their respective subsidiaries to consummate the Mergers or other transactions contemplated in this Agreement, neither A (or any of its subsidiaries) nor B, as the case may be, without the prior written consent of the Company, may divest any assets, commit to any divestiture of assets or businesses of A (or any of its subsidiaries) or B, as the case may be, or take any other action or commit to take any action that would limit the Company's, A's or B's or any of their respective subsidiaries' freedom of action with respect to, or their ability to retain, any of their businesses, product lines or assets. (d) Notwithstanding the foregoing paragraphs of this Section 7.06, nothing in this Agreement shall require the Company, A or B to agree to the filing sale, transfer, divestiture or other disposition of any assets (including any lines of business) of the Company, A or B or any of their respective subsidiaries or any of the other actions contemplated in Section 7.06(c) if the Company, A or B concludes that the taking of such document. No party shall consent to any voluntary extension action or the making of any statutory deadline commitments or waiting period or the consequences thereof would be reasonably likely to any voluntary delay of have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Mergers at (without taking into account the behest effects of any Governmental Entity without the consent and agreement of the type contemplated by Section 116 of the Aviation and Transportation Security Act, provided that such agreement is reasonably acceptable to the parties hereto and approved by the Secretary of the DOT under 49 U.S.C. Section 41308(c)). In addition, notwithstanding the foregoing paragraphs of this Section 7.06, nothing in this Agreement shall require the Company, A or B to contest any injunction (other parties hereto, which consent shall not be unreasonably withheld or delayedthan a temporary restraining order) issued by a court of competent jurisdiction in a proceeding initiated by a Governmental Authority.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenVG, IVAX, BBI LESUS or the Surviving Corporations Corporation or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act of 1934, as amended (the "1934 Act") and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained 49 or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, if applicable, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third Persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from any Governmental Entities Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of the AMEX or the NYSENNM, as the case may be, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. The Parent shall not be required to divest itself or the Company of any assets or business in order to obtain approval in connection with the HSR Act or otherwise. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third persons necessary, proper or advisable (as determined in good faith by Parent with respect to such notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENASD, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give any notices to third Persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its commercially reasonable efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) applicable Law. Notwithstanding anything herein to the rules and regulations contrary, in no event shall the Parent be required to enter into any consent decree, hold separate orders or other arrangements that would have the effect of AMEX requiring Parent or the NYSE, (B) the Securities Act, the Exchange Act Company to dispose of any existing assets of such party and any other applicable federal or state securities Laws, (C) Parent shall be entitled to abandon its efforts to obtain approval under the HSR ActAct in the event that it becomes reasonably apparent that Parent would be required to enter into a consent decree, (D) hold separate orders or other arrangement that could have such effect in order to obtain any approval required under the New Jersey Industrial Site Recovery HSR Act and (E) any or other applicable Law, provided, that Parent shall promptly give notice of such abandonment to the Company. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing on a timely basis copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Without limiting the obligations of Parent and the Company under paragraph (a) above, Parent and the Company shall file as soon as practicable after the date hereof notifications with respect to the transactions contemplated by this Agreement under the HSR Act and each of Parent and the Company shall use their respective commercially reasonable best efforts to respond as promptly as practicable to all reasonable inquiries or requests and to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and none any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Each of Parent and the parties shall file Company will (i) use its commercially reasonable best efforts in connection with and cooperate with the other in connection with resolving any governmental inquiry or investigation, whether domestic or foreign, relating to their respective HSR Act filings, the Merger or any related inquiry or investigation and, subject to Parent’s rights to abandon any such document if actions in accordance with paragraph (a) above, contest vigorously any action, including administrative or judicial action, and vigorously pursue all reasonable avenues of the administrative and judicial appeal to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline order that restricts, prevents or waiting period or to any voluntary delay of prohibits the consummation of the Mergers at Merger and the behest other transactions contemplated hereby on the terms stated herein, (ii) promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any governmental entity, whether domestic or foreign, relating to their respective HSR Act filings, the Merger or any related inquiry or investigation, and (iii) to the extent reasonably practicable, give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives), any meeting or conference with any governmental entity, whether domestic or foreign, relating to their respective HSR Act filings, the Merger or any related inquiry or investigation. The Company and Parent shall each be responsible for fifty percent (50%) of all filing fees arising from the filings under the HSR Act contemplated by this Section 6.05(b), with any filing fees or other fees incurred or payable by the Company under this paragraph (b) being deemed to be fees and expenses incurred by the Company in connection with the preparation and negotiation of this Agreement and the consummation of the Merger for all purposes of this Agreement. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company and Parent shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity without the consent and agreement of the or any other parties hereto, which consent shall not be unreasonably withheld or delayedperson.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations or any of their subsidiaries Corporation in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No . (b) Each of the parties hereto shall promptly give (or cause their respective Subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party shall consent to consents required under any voluntary extension of any statutory deadline such contract, license, lease or waiting period or to any voluntary delay of other agreement in connection with the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of Merger or the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenAcquiror, IVAXMerger Sub, BBI the Company or the Surviving Corporations or any of their subsidiaries Corporation in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the parties hereto shall promptly give any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable law or by any Material Contract, and use, all reasonable efforts to obtain any third party consents required under any such Material Contract, in connection with the consummation of the Merger or the other transactions contemplated by this Agreement. (c) The Company and Acquiror agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Company business, and the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company is a party is not obtained prior to the Closing, the current officers and directors of the Company will, subsequent to the Closing, cooperate with Acquiror and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) From the date of this Agreement until the earlier of the parties Effective Time or the termination of this Agreement, each party shall file any such document if any of promptly notify the other parties shall have reasonably objected party in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Merger or the behest transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any Governmental Entity without the consent and agreement portion of the other parties heretobusiness, which consent shall not be unreasonably withheld assets or delayedproperties of the Company.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to promptly after the execution of this Agreement (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Acquiror or the Surviving Corporations DTN or any of their subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger, and (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law, and, in any event, the necessary filing under the HSR Act shall be made by the parties no later than 15 days from the date of this Agreement. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause their Subsidiaries to, use their reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 9.1(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents, except such documents as do not relate directly to Parent, the Parent Subsidiaries, the Company, the Stockholders or the Merger, to the nonfiling party and its advisors prior to filing and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding anything to the contrary in this Section 6.04, the parties agree that, in respect to any action taken or threatened to be taken by any Governmental Entity, Parent shall not be required to sell, license or otherwise dispose of, hold separate or otherwise divest itself of any portion of the business or assets of the Company, Merger Sub or Parent or any of its subsidiaries in order to consummate the Merger. (b) Parent and the Company 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 Entity 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 nonfiling parties other party and their its advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedresponding.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations or any of their subsidiaries Corporation in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No . (b) Each of the parties hereto shall promptly give (or cause their respective Subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party shall consent to consents required under any voluntary extension of any statutory deadline such contract, license, lease or waiting period or to any voluntary delay of other agreement in connection with the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of Merger or the other parties hereto, which consent shall not be unreasonably withheld or delayedtransactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, from and after the date hereof and until the earlier of the Effective Time or the Termination Date, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, and (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) From and after the date hereof and until the earlier of the Effective Time or the Termination Date, each of Company and Parent will give any notices to third persons, and use reasonable efforts to obtain any consents from third persons necessary, proper or advisable (as determined in good faith by Parent with respect to such notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable commercial efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable reasonably necessary under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Notwithstanding anything to the parties shall file any such document if contrary in Section 6.05(a), (i) neither Parent nor any of its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Parent Material Adverse Effect and (ii) neither the Company nor any Subsidiary shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (c) During the Pre-Closing Period, each party shall promptly notify the other parties shall have reasonably objected party in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Merger or the behest transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any Governmental Entity without the consent and agreement portion of the other parties heretobusiness, which consent shall not be unreasonably withheld assets or delayedproperties of the Company.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSEExchange Act, (B) the Securities Act, rules of the Exchange Act NASDAQ and any other applicable federal the Pacific or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, including, without limitation, the respective rights of the parties under Sections 8.4(b) and 10.1, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Autoliv or the Surviving Corporations Xxxxxx or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Mergers and Transactions, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement Agreement, the Ancillary Agreements and the Mergers Transactions required under (A) the rules and regulations of AMEX the SSE or the NYSEFSA, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act filing of notifications in accordance with the antitrust laws of Sweden, Germany and Belgium and (E) any other applicable LawLaw and (iv) procure any third-party consents, required to consummate the Transactions and the Spinoff, relating to any material contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it or any of its subsidiaries is a party. The parties hereto shall cooperate and consult with each other one another in connection with the making of all such filingsfilings with Governmental Entities, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Transactions at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Cetronic or the Surviving Corporations Socket or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Transactions, (iii) make all necessary filings, and thereafter make 22 (b) Without limiting the generality of Section 5.07(a), each of Cetronic and Socket shall: (i) take promptly any other required or appropriate submissions, with respect to this Agreement and all of the Mergers required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents following actions to the nonfiling parties and their advisors prior extent necessary to filing, and none of obtain the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest approval of any Governmental Entity without with jurisdiction over the consent and agreement enforcement of any applicable Laws regarding the legality of the Transactions: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise) particular assets or categories of assets, or businesses, of Cetronic, Socket or any of their affiliates; provided, however, neither Cetronic nor Socket shall be obligated to take any action that would have a Cetronic Material Adverse Effect or a Socket Material Adverse Effect, as the case may be, assuming for purposes of this proviso that the Transactions have been consummated; (ii) use its best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law by any Government Entity or any other parties heretoparty of any permanent or preliminary injunction or other order (an "Order") that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation, which consent shall not be unreasonably withheld including, without limitation, taking the steps contemplated by Section 5.07(b)(i); and (iii) take promptly, in the event that such an Order has been issued in such a proceeding, any and all steps, including, without limitation, the appeal thereof, the posting of a bond or delayedthe steps contemplated by Section 5.07(b)(i), necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergerstransactions contemplated hereby, (ii) obtain from Governmental Entities and other applicable third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Acquiror or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers transactions contemplated hereby required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Acquiror will give any notices to third Persons, and use commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its commercially reasonable efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other reasonably required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement that are required under (A) the rules Exchange Act and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and foreign antitrust regulations, if any, applicable to the Merger and the other transactions contemplated hereunder and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies . (b) Parent and the Company 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 reasonable inquiries or reasonable 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 reasonable inquiries and reasonable requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. The parties shall cooperate with each other in connection with the making of all such documents filings or responses. Notwithstanding anything to the nonfiling parties and their advisors prior to filingcontrary in this Section 6.09, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent Parent shall not be unreasonably withheld required to agree to (i) the divestiture (including, without limitation, through a licensing arrangement) by Parent, any Parent Subsidiary, the Company or delayedany Company Subsidiary of any of their respective businesses, product lines or assets, or (ii) the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.and

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all such party's reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersTransaction and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAX, BBI the Company or the Surviving Corporations Holders or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Transaction and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Transaction and the Mergers other transactions contemplated by this Agreement required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Notwithstanding anything to the contrary in SECTION 6.04(a), (i) neither Parent nor any of its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets and none (ii) neither the Company nor any Subsidiary shall be required to divest (including, without limitation, through a licensing arrangement) any of its respective businesses, product lines or assets, or to take or agree to take any other material action or agree to any material limitation. (c) From the date of this Agreement until the earlier of the parties Closing Date or the termination of this Agreement, each party shall file any such document if any of promptly notify the other parties shall have reasonably objected in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Transaction or the behest transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any Governmental Entity without the consent and agreement portion of the other parties heretobusiness, which consent shall not be unreasonably withheld assets or delayedproperties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenWAG, IVAXParent, BBI Merger Sub, the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENasdaq, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected giving due consideration to the filing of such documenttheir views with respect thereto. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement prior consultation of the other parties hereto, and due consideration of such parties' views with respect thereto. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which consent shall not be unreasonably withheld it or delayedany of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to (i) to take, or cause to be taken, all appropriate action, actions and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective as promptly as practicable the MergersTransactions and to cooperate with each other in connection with the foregoing. Without limiting the generality of the foregoing, (ii) each of the parties agrees to take all appropriate actions to obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders Governmental Authorizations required to be obtained or made by BergenPSINet, IVAX, BBI or the Surviving Corporations Metamor or any of their subsidiaries Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Transactions, and (iii) to make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers submissions that are required under (A) the rules and regulations of AMEX Exchange Act, the Securities Act or the NYSEBlue Sky Laws, (B) the Securities Act, the Exchange HSR Act and any other applicable federal or state securities Merger Control Laws, and (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Each of PSINet and Metamor shall file, as soon as practicable after the date of this Agreement but in no event more than ten business days after the date of this Agreement, notifications under the HSR Act. PSINet and Metamor shall, and none shall cause their Subsidiaries who are required to do so to, file any other applications or notices required under other Merger Control Laws, shall respond as promptly as practicable to all inquiries or requests that may be made pursuant to any Merger Control Laws for additional information or documentation and shall respond as promptly as practicable to all inquiries and requests received from any Governmental Entity in connection with antitrust matters or matters relating to Metamor Permits. Each of PSINet and Metamor, to the extent applicable, further agrees to file contemporaneously with the filing of the applications any requests for waivers of applicable Governmental Authorizations as may be available and to expeditiously prosecute such waiver requests and diligently submit any additional information or amendments for which any Governmental Entity may ask with respect to such waiver requests. The parties shall file any cooperate with each other in connection with the making of all such document if any filings or responses, including providing copies of all such documents to the other parties shall have reasonably objected and its advisors prior to filing or responding. (c) Prior to the filing of such document. No party Closing Date, Metamor shall, and shall consent cause its Subsidiaries to, use its reasonable best efforts to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay assist PSINet in its integration of the consummation acquisition of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.Metamor,

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSEExchange Act, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (DC) the New Jersey Industrial Site Recovery Act and rules of the AMEX, (ED) any other applicable Law. The parties hereto shall cooperate and consult pxxxxxx xxxxxx xxxxx xxxxxxxxx xxx xxxxxlt with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). Each of the parties agrees to consult in good faith and to use all commercially reasonable efforts to avoid or cure the occurrence of an Event of Default (as such term is defined in the Indenture).

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Reality Wireless or the Surviving Corporations Genesis or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSEOTCBB, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, and (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Genesis and Reality Wireless shall provide (or will cause their respective subsidiaries to provide) any required notices to third persons and undertake, and cause their respective subsidiaries to undertake, reasonable efforts to obtain any consents from third persons required and/or proper (as determined in good faith by Reality Wireless with respect to such notices or consents to be delivered or obtained by Genesis) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergers, Merger; (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger; and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act if any, and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third persons, and use, and cause their respective subsidiaries to use, their best efforts to obtain any consents from third persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations or any of their subsidiaries Company in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give any notices to third Persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable its best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Cetronic or the Surviving Corporations Socket or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Transactions, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Transactions required under (A) the rules and regulations of AMEX or the NYSEFSA, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (C) the HSR Act, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Transactions at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. (b) Without limiting the generality of Section 5.07(a), each of Cetronic and Socket shall: (i) take promptly any or all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable Laws regarding the legality of the Transactions: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise) particular assets or categories of assets, or businesses, of Cetronic, Socket or any of their affiliates; provided, however, neither Cetronic nor Socket shall be obligated to take any action that would have a Cetronic Material Adverse Effect or a Socket Material Adverse Effect, as the case may be, assuming for purposes of this proviso that the Transactions have been consummated; (ii) use its best efforts to prevent the entry in a judicial or administrative proceeding brought under any Law by any Government Entity or any other party of any permanent or preliminary injunction or other order (an "Order") that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation, including, without limitation, taking the steps contemplated by Section 5.07(b)(i); and (iii) take promptly, in the event that such an Order has been issued in such a proceeding, any and all steps, including, without limitation, the appeal thereof, the posting of a bond or the steps contemplated by Section 5.07(b)(i), necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto Parties shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the Parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSEExchange Act, (B) the Securities Act, rules of the Exchange Act and any other applicable federal NASDAQ or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties Parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties Party and their its advisors prior to filing, and none of the parties shall Parties will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party Party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoParties to this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the Parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the Parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of any transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b).

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersTransactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenHafslund Nycomed, IVAX, BBI IVAX or the Surviving Corporations IVAX NYCOMED or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Transactions and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Transactions required under (A) the rules and regulations of AMEX the OSE or the NYSEEuropean Exchanges, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) applicable European competition laws, (E) the New Jersey Industrial Site Recovery Norwegian Business Acquisition Act of 1994 and (EF) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Transactions at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. Upon the terms and --------------------------------- subject to the conditions hereof, each of the parties hereto shall use all its commercially reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement, (iii) contest any legal proceedings relating to the Merger, (iv) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the rules and regulations of AMEX or the NYSEapplicable Law, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (Ev) any other applicable Lawuse commercially reasonable efforts to cause the shares of the Parent's common stock to be issued in the Merger to be approved for listing on the Nasdaq National Market prior to the Effective Time. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. If at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and none directors of the parties each party hereto shall file any take all such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayednecessary action.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its commercially reasonable efforts to 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 Law or otherwise Laws to consummate and make effective the MergersTransactions, (ii) obtain from any Governmental Entities Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI the Investor or the Surviving Corporations Company, or to avoid any of their subsidiaries action or proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Mergers Transactions and (iii) make all necessary promptly its respective filings, and thereafter make any other required or appropriate submissionssubmissions required, in connection with respect to this Agreement and the Mergers required Transactions, under (Ay) the rules and regulations of AMEX or the NYSE, (B) the Securities Exchange Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act Laws and (Ez) any other applicable Law. The parties hereto ; provided, however, that the Investor and the Company shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.04(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, providing copies of all related documents to the non-filing party and their advisors prior to filing, and none to the extent practicable neither of the parties shall will file any such document if or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other party apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Transactions. 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) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to defend through litigation on the merits any Action, including any administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, prevents or prohibits consummation of the Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal. (d) The Company and the Investor shall have give any notices to third parties, and use all commercially reasonable efforts to obtain any third party consents necessary, proper or advisable to consummate the Transactions. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.04(d), such party shall use all reasonable efforts, and shall take any such actions reasonably objected requested by the other party hereto, to minimize any adverse effect upon the Company and the Investor, and their respective businesses resulting, or which would reasonably be expected to result from the failure to obtain such consent. (e) From the date of this Agreement until the earlier of the Tranche 2 Closing or the Tranche 2 Deadline, the Company shall promptly notify the Investor in writing of any pending or, to the filing knowledge of such document. No party shall consent the Company, threatened Action by any Governmental Authority or any other person (i) challenging or seeking material damages in connection with the Transactions or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Transactions, which in either case would, individually or in the behest of any Governmental Entity without aggregate, reasonably be expected to have a Material Adverse Effect prior to or after the consent and agreement earlier of the other parties hereto, which consent shall not be unreasonably withheld Tranche 2 Closing or delayedthe Tranche 2 Deadline.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergerstransactions contemplated hereby, (ii) obtain from Governmental Entities and other applicable third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI the Purchaser or the Surviving Corporations Seller or any of their subsidiaries respective Subsidiaries in connection with the - 8 - authorization, execution and delivery of this Agreement and the consummation of the Mergers transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers transactions contemplated hereby required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Seller and the Purchaser will give any notices to third Persons, and use commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Mergerstransactions contemplated hereby, (ii) obtain from Governmental Entities and other applicable third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI the Purchaser or the Surviving Corporations Seller or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers transactions contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers transactions contemplated hereby required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EB) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers transactions contemplated hereby at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Seller and the Purchaser will give any notices to third Persons, and use commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAX, BBI the Company or the Surviving Corporations Corporation or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, including, but not limited to, actions with respect to Environmental Permits, (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (ED) any other applicable LawLaw and (iv) obtain any consents necessary such that the Merger will not constitute a change of control, or any similar event, which constitutes a default (or an event which with notice or lapse of time or both would become a default) under any material contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company, Parent or any of their subsidiaries is a party. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none any comments of the nonfiling parties and their advisors shall file any such document if any of the other parties shall have reasonably objected be considered prior to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) promptly make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR ActAct and any related governmental request thereunder, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including including, without limitation, by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries 39 44 to use, commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable (as determined by Parent in good faith with respect to notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Notwithstanding anything to the contrary in Section 6.05(a), (i) neither Parent nor any of its subsidiaries shall be required to divest (including, without limitation, through a licensing arrangement) any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected, individually or in the aggregate, to have a material effect on Parent and none (ii) the Company shall not be required to divest (including, without limitation, through a licensing arrangement) any of its businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Company Material Adverse Effect. (c) From the date of this Agreement until the earlier of the parties Effective Time or the termination of this Agreement, each party shall file any such document if any of promptly notify the other parties shall have reasonably objected party in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Merger or the behest transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any Governmental Entity without the consent and agreement portion of the other parties heretobusiness, which consent shall not be unreasonably withheld assets or delayedproperties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, including, without limitation, seeking in good faith the opinions described in Sections 7.02(d) and 7.03(c), (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement, including those required under the HSR Act, and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Parent and none of the parties Company shall file any as soon as practicable after the date hereof notifications under the HSR Act and each of Parent and the Company shall use commercially reasonable efforts to respond as promptly as practicable to all reasonable inquiries or requests and to resolve such document objections, if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any, as may be asserted by any Governmental Entity without with respect to the consent transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and agreement any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Parent shall be responsible for all filing fees arising from the filings under the HSR Act contemplated by this Section 6.08(b). (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company and Parent shall promptly notify the other parties heretoin writing of any pending or, which consent shall not be unreasonably withheld to the knowledge of such party, threatened action, proceeding or delayedinvestigation by any Governmental Entity or any other person.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from any Governmental Entities Entity or any other person all consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissionssubmission, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) From the date of this Agreement until the earlier of the parties Effective Time or the termination of this Agreement, each party shall file any such document if any of promptly notify the other parties shall have reasonably objected party in writing of any pending or, to the filing knowledge of such document. No party shall consent party, threatened action, proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to any voluntary extension of any statutory deadline restrain or waiting period or to any voluntary delay of prohibit the consummation of the Mergers at Merger or the behest transactions contemplated hereunder or otherwise limit the right of Parent to own or operate all or any Governmental Entity without the consent and agreement portion of the other parties heretobusiness, which consent shall not be unreasonably withheld assets or delayedproperties of the Company.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all commercially reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX the NNM or the NYSENSCM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, and (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective subsidiaries to give) any notices to third Persons, and use, and cause their respective subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) promptly make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENNM, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR ActAct and any related governmental request thereunder, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including including, without limitation, by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any consents from third Persons necessary, proper or advisable (as determined by Parent in good faith with respect to notices or consents to be delivered or obtained by Company) to consummate the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenWAG, IVAXParent, BBI Merger Sub, the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENasdaq, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected giving due consideration to the filing of such documenttheir views with respect thereto. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement prior consultation of the other parties hereto, and due consideration of such parties' views with respect thereto. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which consent shall not be unreasonably withheld it or delayed.any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement. ARTICLE VII

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law law or otherwise to consummate and make effective the Mergersmerger, (ii) obtain from Governmental Entities governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement agreement and the consummation of the Mergers merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement agreement and the Mergers merger required under (Aa) the rules and regulations of AMEX or the NYSENNM, (Bb) the Securities Act, the Exchange Act and any other applicable federal or state securities Lawslaws, (Cc) the HSR Act, (D) the New Jersey Industrial Site Recovery Act if any, and (Ed) any other applicable Lawlaw. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No no party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers merger at the behest of any Governmental Entity governmental entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) EACH OF COMPANY AND PARENT WILL GIVE (OR WILL CAUSE THEIR RESPECTIVE SUBSIDIARIES TO GIVE) ANY NOTICES TO THIRD PERSONS, AND USE, AND CAUSE THEIR RESPECTIVE SUBSIDIARIES TO USE, REASONABLE EFFORTS TO OBTAIN ANY CONSENTS FROM THIRD PERSONS NECESSARY, PROPER OR ADVISABLE (AS DETERMINED IN GOOD FAITH BY PARENT WITH RESPECT TO SUCH NOTICES OR CONSENTS TO BE DELIVERED OR OBTAINED BY COMPANY) TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any 38. consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenParent, IVAXMerger Sub, BBI the Company or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENASD, (B) the Securities Act, the Exchange Act and any other applicable federal Federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of the parties hereto shall promptly give (or cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby or thereby to third parties required under applicable Law or by any contract, license, lease or other agreement to which it or any of its subsidiaries is bound, and use, and cause its subsidiaries to use, all reasonable efforts to obtain any third party consents required under any such contract, license, lease or other agreement in connection with the consummation of the Merger or the other transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersNGP Merger and the NGOP Merger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Buyer or the Surviving Corporations NGP or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Blue Sky Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing or the content of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period party or to any voluntary delay of the consummation of the Mergers NGP Merger or the NGOP Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, (x) each of the parties hereto shall and shall cause their subsidiaries to use their reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the NGP Merger or the NGOP Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto and (y) Buyer shall and shall use its reasonable best efforts to cause its affiliates to cooperate with NGP in satisfying the condition set forth in Section 7.03(h), including promptly providing all information (including information relating to net worth and golf industry and real estate experience) reasonably requested by landlords and lessors in connection with NGP obtaining any necessary consents with respect to the Leases set forth on Schedule 11.2(d) of the Price Disclosure Schedule and to cause its Representatives to meet with the lessors and landlords under such Leases to the extent reasonably requested by NGP in connection therewith. Each of the parties shall use their reasonable best efforts to take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). (b) NGP shall (i) take all reasonable action necessary to ensure that no anti-takeover or business combination statute or similar statute, rule or regulation is or becomes applicable to the NGP Merger, this Agreement, and the transactions contemplated by the foregoing, including under Section 3-602 of the MGCL and (ii) if any state takeover statute or similar statute, rule or regulation becomes applicable to the NGP Merger, this Agreement, or any other transactions contemplated by the foregoing, take all reasonable action to ensure that the NGP Merger and the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the NGP Merger or the transactions contemplated by this Agreement.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to (i) use its reasonable efforts to take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) use its reasonable efforts to obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement required under (A) the rules Exchange Act and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, and none of if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. Notwithstanding the parties shall file any such document if any of the other parties shall have reasonably objected foregoing or anything else to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties heretocontrary contained in this Agreement, which consent Parent shall not be unreasonably withheld required to sell, license, waive any rights in or delayedto, or otherwise dispose of or hold separate or in trust any part of the assets or business of the Company or the Company Subsidiaries or any part of the assets or business of Parent or any of its Affiliates or otherwise enter into any type of agreement or arrangement, including, without limitation, a consent decree, with any Governmental Entity. (b) Parent and the Company shall file within five business days 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 Entity 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.

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective complete the MergersArrangement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation completion of the Mergers Arrangement, (iii) assist Rockefeller University in perfecting its title in the Company Licensed Intellectual Property covered by the License Agreement dated October 27, 1993 between Rockefeller University and Company and relating to the rPorB technology (the "rPorB Invention") (it being understood that neither Parent nor Company shall be required to undertake any action that may give rise to a conflict of interest for Parent or Company or any of their respective officers, directors, agents or advisors), and Company will periodically communicate with Rockefeller University and report to Parent if Company becomes aware that the U.S. government has requested Rockefeller convey its title to the U.S. government; (iv) obtain an agreement from Frost-Nevada Limited Partnership and Ivax Corporation substantially on the terms set forth in Annex H hereto; and (iiiv) make all necessary filings, and thereafter make any other required or appropriate submissions, including to the Court in connection with the application for the Interim Order and the Final Order, and with respect to this Agreement and the Mergers Arrangement required under (A) the rules and regulations of AMEX or the NYSENYSE and the ASE, (B) the Securities Act, the Exchange Act and any other applicable federal federal, state or state provincial securities Laws, (C) the HSR Act, the Investment Canada Act and the Competition Act (Canada), if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation completion of the Mergers Arrangement at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed. (b) Each of Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, reasonable efforts to obtain any consents from third Persons necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including, but not limited to, those consents and approvals set forth on Schedule 8.03(f) of the Company Disclosure Schedule.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by BergenCGI, IVAXMerger Sub, BBI STC or the Surviving Corporations Corporation or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSENASD, (B) the Securities Act, the Exchange Act and any other applicable federal or state securities Laws, (C) the HSR Act, if any, and (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties and their advisors prior to filing, and none of the parties shall file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayed.. 53 47 ARTICLE VII

Further Action; Consents; Filings. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, action and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger and the other transactions contemplated by this Agreement, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers Merger and the other transactions contemplated by this Agreement and (iii) make all necessary filings, and thereafter make any other required or appropriate submissions, with respect to this Agreement Agreement, the Merger and the Mergers other transactions contemplated by this Agreement that are required under (A) the Exchange Act and the Securities Act and the rules and regulations of AMEX or the NYSE, (B) the Securities Act, the Exchange Act thereunder and any other applicable federal or state securities Lawslaws, (CB) the HSR Act, (D) the New Jersey Industrial Site Recovery Act and any other antitrust regulations and (EC) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filingfiling and, if requested, by accepting all reasonable additions, deletions or changes suggested in connection therewith. (b) Parent and none the Company 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 that may be made pursuant to the HSR Act 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 Entity in connection with antitrust matters. The parties shall file any cooperate with each other in connection with the making of all such document if any filings or responses, including providing copies of all such documents to the other parties party and its advisors prior to filing or responding. (c) The Company and Parent shall have reasonably objected cooperate and use their reasonable best efforts to resolve any Actions related to the filing of such document. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of Intellectual Property used by the consummation of Company and the Mergers at the behest of any Governmental Entity without the consent and agreement of the other parties hereto, which consent shall not be unreasonably withheld or delayedCompany Subsidiaries.

Further Action; Consents; Filings. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the MergersMerger, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Bergen, IVAX, BBI Parent or the Surviving Corporations Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Mergers and Merger, (iii) make all necessary filings, and thereafter make any other submissions either required or deemed appropriate submissionsby each of the parties, with respect to this Agreement and the Mergers Merger required under (A) the rules and regulations of AMEX or the NYSEExchange Act, (B) the Securities HSR Act, which requirements have been satisfied assuming the Exchange Act and any other applicable federal or state securities LawsClosing occurs before May 26, 2001, (C) the HSR Actrules of the AMEX, or (D) the New Jersey Industrial Site Recovery Act and (E) any other applicable Law. The parties hereto shall cooperate and consult with each other in connection with the making of all such filings, including by providing copies of all such documents to the nonfiling parties party and their its advisors prior to filing, and none of the parties shall will file any such document if any of the other parties shall have reasonably objected to the filing of such document. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Mergers Merger at the behest of any Governmental Entity without the consent and agreement of the other parties heretoto this Agreement, which consent shall not be unreasonably withheld or delayed. Without limiting the foregoing, each of the parties hereto shall, and shall cause each of its subsidiaries to, use its reasonable best efforts to obtain (and to cooperate and coordinate with the other parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be obtained in connection with the Merger and to take all actions reasonably necessary to satisfy any applicable regulatory requirements relating thereto. Each of the parties shall promptly take, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transaction contemplated hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the transaction contemplated hereby, any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the deadline specified in Section 8.01(b). Each of the parties agrees to consult in good faith and to use all commercially reasonable efforts to avoid or cure the occurrence of an Event of Default, as such term is defined in the Indenture dated as of January 24, 1995, as amended and as in effect as of the date of this Agreement, between the Company and The First National Bank of Boston as trustee (the "Indenture").