Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferMerger, the Merger Distribution and the other transactions contemplated by this Agreement by and the Spin-Off Transaction Agreements, including using its reasonable best efforts to obtain all necessary actions or before non-actions, waivers, consents and approvals from Governmental Entities, including any required action or non-action under Antitrust Laws, and to make all necessary registrations and filings and take all steps as may be necessary to obtain such required waiver, consent or approval from any Governmental Entity. In furtherance and not in limitation of the Outside Date. Notwithstanding anything in this Agreement to the contraryforegoing, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (ii)(A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable (and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement), and (iiB) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use reasonable best efforts to take all other actions necessary, proper or any other applicable Antitrust Law. Parent shall, with advisable to cause the prompt reasonable cooperation expiration or termination of the Companyapplicable waiting periods under the HSR Act as soon as practicable, and (ii) use reasonable best efforts to take, or cause to be responsible for making any filing taken, all actions and to do, or notification required cause to be done, all things necessary, proper or advisable under the German applicable Law to obtain all other required waivers, consents and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writingapprovals from Governmental Entities. The Parties shall parties will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such Party any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited to the extent permitted by applicable Law or by a such Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, basis if appropriate. Parent, after prior consultation Nothing in this Section 5.7(a) shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the Company, shall have effectiveness of such agreement or action is conditioned upon the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithClosing.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall, and shall cause its respective Subsidiaries to, use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, use commercially reasonable efforts to (i) obtain or cause to be obtained, or make an appropriate filing or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws Company Disclosure Letter in connection with respect to the Merger Contemplated Transactions, in each case, as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the filing of a Notification Company and Report Form Parent in writing, the applicable filings (or draft filings where applicable) pursuant to the HSR Act Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within as promptly as practicable after the date of this Agreement (and in no event later than ten (10) Business Days after the date of this Agreement)), and (ii) to supply make an appropriate response as promptly as reasonably practicable to any additional request for information and documentary material that may be requested made by a Governmental Body pursuant to the HSR Act any Antitrust Laws, Foreign Investment Laws or any other applicable Antitrust LawHealthcare Laws. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required for the purposes of consents or advisable approvals required under the German and Austrian any applicable Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writingor Foreign Investment Laws. The Parties Company shall, with the reasonable cooperation of Parent, be responsible for making any filing or notification required for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. The parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Foreign Investment Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithHealthcare Laws.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, including: (i) obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) obtaining all necessary consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, but excluding any lawsuits or other legal proceedings brought by or against any Insurance Regulator; and (iv) executing and delivering any additional documents or instruments necessary to consummate the Transactions and to carry out this Agreement (it being acknowledged and agreed that no Parent Company shall be obligated to, and no Acquired Company shall, without the prior written consent of Parent (which consent shall be in the sole discretion of Parent), in connection with the actions contemplated by the foregoing clauses (ii) and (iv), agree to any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to any third party for or relating to any consent or approval required for the consummation of the Transactions). In furtherance and not in limitation of the foregoing, each party hereto agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior Transactions within a reasonable time period not to the expiration of any applicable legal deadline exceed fifteen (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1015) Business Days days after the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or any other advisable to cause the expiration or termination of the applicable Antitrust Lawwaiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party hereto agrees to make appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the prompt reasonable cooperation of Transactions with the Companyapplicable Insurance Regulators, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days as applicable, as soon as practicable after the date hereof, unless otherwise agreed hereof and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be reasonably requested by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide any Insurance Regulator pursuant to the Insurance Laws and to take all other Parties in advancecommercially reasonable actions necessary, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proper or advisable to obtain the applicable consents and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party approvals of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) Insurance Regulators as necessary to comply with contractual arrangements or applicable Law, and (z) soon as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithpracticable.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement by or before the Outside DateAgreement. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to by applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of this Agreement)deadline, and (ii) to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, opinions and proposals made or submitted by or on behalf of such Party any party hereto in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties parties hereto agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callsmeetings, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the MergerLaws, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the MergerLaws, to promptly notify the other Party party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any Laws. Any such disclosures or provision of copies by one Party party to the other may be made on an outside counsel only basis, basis if appropriate. ParentNotwithstanding anything in this Agreement to the contrary, after prior consultation Parent agrees, and shall cause each of its Subsidiaries and Affiliates, to take any and all actions reasonably necessary to obtain any consents, clearances or approvals (x) required under or in connection with the CompanyXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, shall have as amended, the principal responsibility Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for devising and implementing the strategy for obtaining any necessary clearances purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”) or (y) to enable all waiting periods under the applicable Antitrust Laws to expire, and shall take to avoid or eliminate impediments under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the lead in all meetings and communications Merger to occur prior to the Outside Date, including but not limited to (1) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (2) if necessary to obtain clearance by any Governmental Entity before the Outside Date, offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products or businesses of the Parent and its Subsidiaries and any other restrictions on the activities of Parent and its Subsidiaries and (3) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the Offer and the Merger and taking other actions to prevent the entry, enactment or promulgation thereof; provided, however, Parent shall not be required to take any action if such action would, or would reasonably be expected to, have a material adverse impact on the Company or on Parent and its Subsidiaries, taken as a whole. Each party will bear the expenses and costs incurred by such party in connection therewithwith any competition filings and submissions which may be required by such party for the consummation of the Offer and the Merger pursuant to this Agreement.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, impede or materially delay the consummation of the Transactions; provided, however, that the parties hereto acknowledge and agree that all obligations of Parent, Merger Sub, Merger LLC and the other transactions contemplated Company relating to the Debt Financing shall be governed exclusively by Section 5.19, and not by this Agreement by or before the Outside DateSection 5.7. Notwithstanding anything the foregoing, nothing in this Agreement to the contraryshall require Parent, the Parties agree Merger Sub or Merger LLC to, and no Acquired Company shall, without the prior written consent of Parent, agree to any modification to or accommodation under any Contract or pay any fee, penalty or other consideration to cause their ultimate parent entity (as such term is defined any third party for any consent or approval required for the consummation of the Transactions. In furtherance and not in limitation of the HSR Act) toforegoing, (i) each party hereto agrees to make, if required, appropriate filings under any Regulatory Law, and each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior Transactions within a reasonable time period not to the expiration of any applicable legal deadline exceed thirty (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1030) Business Days after days from the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or any other applicable Antitrust Law. Parent shall, with advisable to cause the prompt reasonable cooperation expiration or termination of the Company, be responsible for making any filing or notification required or advisable applicable waiting periods under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent HSR Act as soon as practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party including by requesting early termination of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to waiting period provided for in the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithHSR Act.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date of this Agreement)Agreement with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use reasonable best efforts to supply obtain as promptly as reasonably practicable the termination of any additional information and documentary material that may be requested pursuant to waiting period under the HSR Act or and any applicable foreign Antitrust Laws, (iii) cooperate and consult with each other applicable Antitrust Law. Parent shall, with in (A) determining which filings are required to be made prior to the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer Transactions and the Merger, (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Company Material Contracts to which the Company or any of the Company Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party of the Company, Parent and Merger Sub shall use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) toincluding, (i) make an making all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise as determined by Parent, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within later than ten (10) Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) to supply obtaining as promptly as reasonably practicable the termination of any additional information and documentary material that may be requested pursuant to waiting period under the HSR Act or and any applicable foreign Antitrust Laws, (iii) cooperating and consulting with each other applicable Antitrust Law. Parent shall, with in (A) determining which filings are required to be made prior to the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and related agreements and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer transactions contemplated hereby and the Merger, thereby and (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions, the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, including: (i) make obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from Governmental Entities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any Governmental Entity (including under the HSR Act and the Requisite Regulatory Approvals); (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) executing and delivering any additional documents or instruments reasonably necessary to consummate the Transactions and to carry out this Agreement. In furtherance and not in limitation of the foregoing, each party agrees to make, if required, appropriate filings and registrations under applicable Regulatory Laws and Insurance Laws. Each party agrees to make, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline Transactions within thirty (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (1030) Business Days days after the date of this Agreement), hereof and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act and to take all other reasonable actions necessary, proper or any other advisable to cause the expiration or termination of the applicable Antitrust Lawwaiting periods under the HSR Act as soon as practicable, including by requesting early termination of the waiting period provided for in the HSR Act. Parent shallEach party agrees to make, if required, appropriate filings of Applications for Approval of Acquisition of Control Statements, or “Form A” statements, and all related filings, with respect to the prompt reasonable cooperation of Transactions with the Companyapplicable Insurance Regulators, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws as applicable, within fifteen thirty (1530) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that any required pre-acquisition notice (Form E) filings, Form E exemption filings, and all related applications and filings with respect to the Parties Transactions shall be permitted submitted within forty (40) Business Days after the date hereof. Each party agrees to redact supply as promptly as reasonably practicable and advisable any materials (x) additional information and documentary material that may be reasonably requested by any Insurance Regulator pursuant to remove references concerning the valuation Insurance Laws and to take all other reasonable actions necessary, proper or advisable to obtain the applicable consents and approvals of the Company, (y) applicable Insurance Regulators as necessary to comply with contractual arrangements or applicable Law, and (z) soon as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithpracticable.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall party will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws Regulatory Law to consummate the OfferTransactions, and no party hereto shall fail to take or cause to be taken any action that would reasonably be expected to prevent, materially impede or materially delay the Merger consummation of the Transactions. In furtherance and not in limitation of the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement foregoing, each party hereto agrees to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, make (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made Transactions within ten (10) Business Days after from the date of this Agreement), hereof (unless a later date is mutually agreed between the parties) and (ii) to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other commercially reasonable actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable, including by requesting early termination of the waiting period provided for in the HSR Act, (ii) appropriate filings under any other applicable Antitrust Law. Parent shallRegulatory Law with respect to the Transactions as soon as reasonably practicable and (iii) any other necessary, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required proper or advisable under the German registrations, filings and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate notices with one another, and consider in good faith the views of one another, in connection with, and provide respect to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating Transactions. Subject to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) except as necessary required by any Governmental Entity, the Company shall not agree to address reasonable attorney-client privilege concerns; provided, further, that extend any such disclosures waiting period under the HSR Act or provision of copies by one Party any other Regulatory Law applicable to the Transactions without the prior written consent of Parent. The filing fee for the Notification and Report Forms filed under the HSR Act and any other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation Regulatory Law filings in connection with the Transactions required pursuant to this Section 5.6(a) shall be split fifty percent (50%) by Parent and fifty percent (50%) by the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith.

Further Action; Efforts. (a) Subject Prior to the terms and conditions earlier of this Agreement, prior to the Effective TimeTime and the valid termination of the Merger Agreement in accordance with Article VII thereof, each Party of the Lenders, on the one hand, and the Borrower, on the other hand, shall, and shall cause their respective Subsidiaries and controlled Affiliates to use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to To the contraryextent permitted by applicable Law, each of the Parties agree Lenders and the Borrower will use commercially reasonable efforts to, or and use commercially reasonable efforts to cause their ultimate parent entity (furnish all information concerning such party and its controlled Affiliates, if applicable, as such term is defined in the HSR Act) other party may reasonably request to, (i) obtain or cause to be obtained, or make an appropriate filing or cause to be made, all required permits, licenses, registrations, certificates, authorizations, orders, exemptions, clearances, consents and approvals under applicable Antitrust Laws, Foreign Investments Laws and Healthcare Laws set forth on Schedule 5.8(a) of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws Company Disclosure Letter in connection with respect to the Merger Contemplated Transactions, in each case, as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the filing of a Notification Borrower and Report Form the Lenders in writing, the applicable filings (or draft filings where applicable) pursuant to the HSR Act Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within as promptly as practicable after the date of the Merger Agreement (and in no event later than ten (10) Business Days after the date of this the Merger Agreement)), and (ii) to supply make an appropriate response as promptly as reasonably practicable to any additional request for information and documentary material that may be requested made by a Governmental Body pursuant to any Antitrust Laws, Foreign Investment Laws or Healthcare Laws, in each case, to the HSR Act or any other applicable Antitrust Lawextent relating to the Contemplated Transactions. Parent The Borrower shall, with the prompt reasonable cooperation of the CompanyLenders, be responsible for making any filing or notification required or advisable for the purposes of the Regulatory Approvals required under any applicable Healthcare Laws. To the German and Austrian Antitrust Laws within fifteen (15) Business Days after extent permitted by applicable Law, the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties parties hereto shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Foreign Investment Laws applicable to the Offer and the Mergeror Healthcare Laws, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or callscase, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithContemplated Transactions.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Each Party shall (and, in the case of Parent, cause each of its subsidiaries and controlled Affiliates (collectively, the “Parent Group”) to) use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws and regulations or pursuant to any contract or agreement to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the End Date) and consummate the Transactions as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings, and to obtain as promptly as reasonably practicable (and in any event no later than the End Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the OfferTransactions expeditiously. In furtherance and not in limitation of the foregoing, each Party hereto agrees in the Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement event that a filing is required pursuant to the contraryHSR Act with respect to the Transactions, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required pursuant to applicable foreign Antitrust Laws with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after following the date of this Agreement)hereof, and (ii) to use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any applicable Antitrust Law and to use its reasonable best efforts to take any and all other actions necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods under the HSR Act or as soon as practicable. Parent will be solely responsible for and pay all filing fees payable to Governmental Entities under any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to obtain any consents, approvals or waivers of third parties with respect to any Material Contracts to which the Company or any of its Subsidiaries is a party as may be necessary for the consummation of the Transactions or required by the terms of any Material Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its commercially reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant to submissions under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use commercially reasonable efforts to obtain as promptly as practicable the termination of this Agreement)any waiting period under the HSR Act and any applicable foreign Antitrust Laws, and (iiiii) cooperate and consult with each other in (A) determining which filings are required to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant made prior to the HSR Act or any other applicable Antitrust Law. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and related agreements and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer transactions contemplated hereby and the Merger, thereby and (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations.

Further Action; Efforts. (a) Prior to the Effective Time, the Company shall use its reasonable best efforts to obtain any consents, approvals or waivers of third parties with respect to any Contracts to which the Company or any of its Subsidiaries is a party as may be necessary or appropriate for the consummation of the Transactions or required by the terms of any Contract as a result of the execution, performance or consummation of the Transactions. Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party shall of the Company, Parent and Merger Sub shall, as promptly as practicable, use its reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper, proper or advisable under applicable Laws Law to consummate the OfferTransactions. In furtherance and not in limitation of the foregoing, each of the Company, Parent and Merger and the other transactions contemplated by this Agreement by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, Sub shall (i) make an all appropriate filing of a Notification filings and Report Form pursuant submissions (and filings and submissions considered by Parent to be advisable) under the HSR Act and all with any other filings required Governmental Authority pursuant to any other applicable foreign Antitrust Laws with respect to the Merger or otherwise, as promptly as reasonably practicable and practicable, but in any no event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) later than 10 Business Days after the date of this Agreement)hereof with respect to filing under the HSR Act, and shall make as promptly as practicable any other appropriate submissions under other applicable Antitrust Laws, (ii) use commercially reasonable efforts to supply obtain as promptly as reasonably practicable the termination of any additional information and documentary material that may be requested pursuant to waiting period under the HSR Act or and any applicable foreign Antitrust Laws, (iii) cooperate and consult with each other applicable Antitrust Law. Parent shall, with in (A) determining which filings are required to be made prior to the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under the German and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection Effective Time with, and provide which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the other Parties in advanceEffective Time from, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party Governmental Authorities in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, execution and delivery of this Agreement and related agreements and consummation of the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer transactions contemplated hereby and the Merger, thereby and (B) unless prohibited by applicable Law timely making all such filings and timely seeking all such consents, approvals, permits, notices or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithauthorizations.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior each of the Company and the Acquiror agrees to use its reasonable best efforts to consummate the transactions contemplated hereby as soon as practicable after the date hereof. Subject to the Effective Timeterms and conditions of this Agreement, without limiting the foregoing, (i) each Party shall of the Company and the Acquiror agrees to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements under applicable Law that may be imposed on itself with respect to the transactions contemplated hereby (which actions shall include furnishing all information requested in connection with approvals of or filings with any Person or other Governmental Entity) and shall promptly cooperate with and furnish information to doeach other in connection with any such requests to any of them or any of their Affiliates in connection with the transactions contemplated hereby and (ii) each of the Company and the Acquiror shall use its reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or cause any exemption by, any Governmental Entity required or advisable to be done, all things necessary, proper, obtained or advisable under applicable Laws to consummate made by the Offer, Company or the Merger and Acquiror or any of their Affiliates in connection with the other transactions contemplated by this Agreement by or before Agreement. Subject to the Outside Date. Notwithstanding anything terms and conditions set forth in this Agreement Agreement, each of the Company and the Acquiror agrees to make all appropriate filings, notices and registrations with any Governmental Entity with respect to the contrarytransactions contemplated hereby as promptly as practicable after the date of this Agreement in order to obtain any consent, the Parties agree toauthorization, order or approval of, or any exemption by, any Governmental Entity required or advisable to cause be obtained or made by the Company or the Acquiror or any of their ultimate parent entity (as such term is defined Affiliates in connection with the HSR Act) totaking of any action contemplated thereby or by this Agreement. In furtherance and not in limitation of the foregoing, (i) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other filings required an appropriate filing pursuant to applicable foreign Antitrust Laws the Federal Law of Economic Competition with respect to the Merger transactions contemplated hereby as promptly as reasonably practicable (and in any event prior to in the expiration case of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to (A) the HSR Act must be made Act, within ten (10) Business Days after of the date of this Agreement), hereof and (iiB) the Federal Law of Economic Competition, within fifteen (15) Business Days of the date hereof) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and the Federal Law of Economic Competition and to take all other actions necessary, proper or any other applicable Antitrust Law. Parent shall, with advisable to cause the prompt reasonable cooperation expiration or termination of the Company, be responsible for making any filing or notification required or advisable applicable waiting periods under the German HSR Act and Austrian Antitrust Laws within fifteen (15) Business Days after the date hereof, unless otherwise agreed to by the Company and Parent in writing. The Parties shall also consult and cooperate with one another, and consider in good faith the views Federal Law of one another, in connection with, and provide to the other Parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party in connection with proceedings under or relating to any Antitrust LawsEconomic Competition as soon as practicable. Without limiting the foregoing, the Parties agree (A) parties shall request and shall use reasonable best efforts to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party obtain early termination of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to waiting period provided for in the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithHSR Act.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, prior to the Effective Time, each Party party shall, and shall cause its respective Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Contemplated Transactions as promptly as possible and, in any event, by or before the Outside Date. Notwithstanding anything in this Agreement to the contrary, the Parties parties hereto agree to, or to cause their ultimate parent entity (as such term is defined in the HSR Act) to, (i) make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act and all other applicable filings required pursuant to applicable foreign Antitrust Laws the Foreign Regulatory Approvals with respect to the Merger as promptly as reasonably practicable and in any event prior to the expiration of any applicable legal deadline (provided that that, unless otherwise agreed by the Company and Parent in writing, the filing of a Notification and Report Form pursuant to the HSR Act must be made within ten (10) Business Days after the date of the Agreement, the applicable filings (or draft filings where applicable) pursuant to the Foreign Regulatory Approvals set forth in Section 5.8(a) of the Company Disclosure Letter must be made within twenty (20) Business Days after the date of this Agreement and all other applicable filings pursuant to the Foreign Regulatory Approvals must be made as promptly as practicable after the date of this Agreement); provided, further, that Parent shall not be in breach of this Section 5.8(a) with respect to Foreign Regulatory Approvals if any failure to make such filings (or draft filings where applicable) within such twenty (20) Business Day time period resulted from the Company’s breach of its obligations under this Section 5.8(a) with respect to Foreign Regulatory Approvals) and (ii) to supply make an appropriate response as promptly as reasonably practicable to any additional request for information and documentary material that may be requested made by a Governmental Body pursuant to the HSR Act or any other applicable Antitrust LawLaws or Foreign Investment Laws. Parent shall, with the prompt reasonable cooperation of the Company, be responsible for making any filing or notification required or advisable under for the German and Austrian Antitrust Laws within fifteen (15) Business Days after purposes of the date hereof, unless otherwise agreed to by the Company and Parent in writingForeign Regulatory Approvals. The Parties parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other Parties parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of such Party party in connection with proceedings under or relating to any Antitrust Laws. Without limiting the foregoing, the Parties agree (A) to give each other reasonable advance notice of all substantive meetings with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (B) unless prohibited by applicable Law or by a Governmental Entity, to give each other an opportunity to participate in each of such meetings or calls, (C) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger, (D) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws applicable to the Offer and the Merger, to promptly notify the other Party of the substance of such communication, (E) to provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions, and proposals) with a Governmental Entity regarding any Antitrust Laws applicable to the Offer and the Merger, and (F) to provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws applicable to the Offer and the Merger; provided, however, that the Parties shall be permitted to redact any materials (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements or applicable Law, and (z) as necessary to address reasonable attorney-client privilege concerns; provided, further, that any such disclosures or provision of copies by one Party to the other may be made on an outside counsel only basis, if appropriate. Parent, after prior consultation with the Company, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary clearances under the Antitrust Laws and shall take the lead in all meetings and communications with any Governmental Entity in connection therewithForeign Investment Laws.