Common use of Further Action; Efforts Clause in Contracts

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.4(d), each party shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement in the most expeditious manner practicable. Without limiting the foregoing sentence, each party agrees to (i) (A) within five (5) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the consummation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding anything set forth in the foregoing, nothing in this Section 7.4(a) shall permit Parent to enter into a transaction that would materially and adversely impact the ability of Parent or the Merger Subs to obtain the Debt Financing (or alternative financing in lieu thereof).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including Section 7.4(d), each party of the parties shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under applicable Law (including under any Antitrust Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date (subject to the terms of this Agreement), including: (i) causing the preparation and applicable Law filing of all forms, registrations and notices required to be filed to consummate and make effective the Mergers Offer, the Merger and the other transactions contemplated hereby and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act and Foreign Antitrust Laws; (ii) using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement in or the most expeditious manner practicable. Without limiting consummation of the foregoing sentenceOffer, each party agrees to (i) (A) within five (5) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification Merger and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreementhereby; and (iiiii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from using reasonable best efforts to resolve any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity objection asserted with respect to the transactions contemplated by under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or (y) materially increase the risk overturned any injunction, decree, ruling, order or other action of any Governmental Entity entering a Legal Restraint prohibiting that would prevent, prohibit, restrict or materially delaying delay the consummation of the Mergers or Offer, the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything set forth in In clarification of the foregoing, nothing such reasonable best efforts of Omron, Parent and Merger Sub shall exclude, to the extent such actions would, individually or in this Section 7.4(a) shall permit the aggregate, have a material adverse effect on the business of Omron, Parent or, after the Effective Time, the Surviving Corporation, any obligation of Omron, Parent or Merger Sub to hold separate, divest or enter into a transaction that consent agreement or assume any obligation (whether structural or behavioral) with regard to (A) any of the businesses, product lines or assets of Omron or Parent, (B) after the Effective Time, any of the businesses, product lines or assets of the Surviving Corporation or any of its Subsidiaries acquired pursuant to this Agreement and/or (C) after the Effective Time, the Surviving Corporation or any of its Subsidiaries. To the extent such reasonable best efforts of Omron, Parent and/or Merger Sub would materially require Omron, Parent and/or Merger Sub to hold separate, divest or enter into a consent agreement or assume any obligation (whether structural or behavioral) with regard to the Company or any of its Subsidiaries or any of their respective businesses, product lines or assets, Parent’s, Omron’s and/or the Company’s effectuation of such actions shall be contingent upon the consummation of the Offer and adversely impact the ability Merger. Notwithstanding anything to the contrary in this Agreement, no action taken by Parent pursuant to this Section 6.6 shall entitle Parent to any reduction of Parent the Offer Price or the Merger Subs to obtain the Debt Financing (or alternative financing in lieu thereof)Consideration.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including Section 7.4(d)each of the parties shall use, and shall cause each party shall use of their respective Subsidiaries and, to the extent practicable, other Affiliates to use, respectively, its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under this Agreement and applicable Law (including under any Antitrust Law) to consummate and make effective the Mergers and the other transactions contemplated by this Agreement in at the most expeditious manner practicable. Without limiting the foregoing sentenceearliest practicable date, each party agrees to including using reasonable best efforts to: (i) (A) within five (5) Business Days after cause the date preparation and filing of this Agreement (unless a later time is mutually agreed between all forms, registrations and notices required to be filed to consummate the Parties), make appropriate filings Merger and the taking of “Notification and Report Forms” pursuant such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit defend all other filings, notifications, information updates lawsuits and other presentations required proceedings by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from before any Governmental Entity challenging this Agreement or other third party, in each case that are necessary or advisable in connection with the Mergers or any consummation of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoingMerger; provided that the Company shall have no obligation to amend or modify (iii) resolve any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity objection asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or (y) materially increase the risk overturned any injunction, decree, ruling, order or other action of any Governmental Entity entering a Legal Restraint prohibiting that would prevent, prohibit, restrict or materially delaying delay the consummation of the Mergers or the other transactions contemplated by this AgreementAgreement and (iv) give, obtain or effect (as the case may be) as promptly as practicable following the date of this Agreement all (A) notices, acknowledgments, waivers, permits, consents, approvals or other authorizations, and (B) amendments, supplements or other modifications required under any Contract to which the Company or any of its Subsidiaries is a party or bound ((A) and (B) collectively, the “Third-Party Consents”), in each case that are necessary to be given, obtained or effected in order to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable after the date of this Agreement (and, in any event, no later than the Outside Date), and in connection with the obligations in this clause (iv), neither the Company nor any of its Subsidiaries shall (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or (B) agree or commit to do any of the foregoing, in each case for the purposes of giving, obtaining or effecting any Third-Party Consents without the prior consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed). Notwithstanding anything set forth to the contrary herein, neither the Company nor any of its Subsidiaries shall be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide any additional security (including a guaranty), to obtain any such Third-Party Consents (except, in the foregoingcase of the Company, nothing in this Section 7.4(aif requested by Parent and either (i) shall permit Parent to enter into a transaction that would materially and adversely impact the ability of reimbursed or indemnified for by Parent or (ii) subject to the Merger Subs to obtain occurrence of the Debt Financing (or alternative financing in lieu thereofClosing).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, including Section 7.4(d), each party of the parties shall and shall cause each of their respective Subsidiaries and their respective Affiliates to use its reasonable best efforts to take, or cause to be taken, all actions, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Mergers and the other transactions contemplated by this Agreement in the most expeditious manner practicable. Without limiting the foregoing sentence, each party agrees to (i) (A) within five (5) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to reasonably assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as reasonably practicable, the transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing required to be satisfied by such party set forth in Article VI to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Entity in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons necessary in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose consummation of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (yincluding filings with Governmental Entities, if any) materially increase and the risk taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an Action by, any Governmental Entity entering a Legal Restraint prohibiting or materially delaying other Persons necessary in connection with the consummation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding anything set forth , (iv) subject to Section 5.7(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, against such party challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) executing and delivering any additional instruments necessary or advisable to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, other than in the foregoingcase of each of clauses (i) through (v), nothing with respect to registrations, filings, approvals, consents, authorizations or orders, lawsuits or other legal proceedings, from or by any Governmental Entity or the expiration of any waiting periods, in each case relating to Antitrust Laws, which are the subject of Section 5.7(b) and Section 5.7(c) and not this Section 7.4(a) shall permit Parent to enter into a transaction that would materially and adversely impact the ability of Parent or the Merger Subs to obtain the Debt Financing (or alternative financing in lieu thereof5.7(a).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.4(d6.2(d) and Section 6.2(e), each party shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate complete and make effective the Mergers sale of the Purchased Assets and the other transactions contemplated by this Agreement in the most expeditious manner practicable. Without limiting the foregoing sentence, each party agrees to (i) (A) within five (5) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR ActAct (the “HSR Filing”), (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, Entities and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any completion of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any completion of the other transactions contemplated by this AgreementAgreement (including Pharmacy Approvals), and to assist and cooperate with the other party in connection with the foregoing; provided provided, that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. Each of Parent and the Company shall use its commercially reasonable efforts to give all notices to, and obtain all consents from, all landlords party to the Acquired Leases, and the Parties shall bear the costs of any payments made to landlords party to the Acquired Leases in accordance with Section 2.2(e). Upon request from the Company, Parent agrees to provide a guarantee of Purchaser Sub’s obligations under any or all of the Acquired Leases in form and substance reasonably satisfactory to the landlord party to such Acquired Lease and the Company. Parent and Purchaser Sub shall collectively be solely responsible for all filing fees and other costs associated with such requests and applications, including attorney fees and other costs incurred by Parent and Purchaser Sub in connection with the preparation of such requests and applications. The Parties Company shall not, and shall not permit any of their respective its subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the consummation completion of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding anything set forth in the foregoing; provided, that nothing in this Section 7.4(aAgreement shall limit the ability of the Company or its Affiliates or subsidiaries to (i) engage in (A) “buy and operate” acquisitions involving acquisitions of ten (10) or fewer Retail Pharmacies in one transaction or a series of related transactions, or (B) “file buy” acquisitions, in the case of clauses (A) and (B), in the ordinary course of business consistent with past practice and after obtaining advice from the Company’s outside antitrust counsel, who shall permit Parent to have previously consulted with Parent’s outside antitrust counsel, that any such acquisition would not have the impact described in clauses (x) or (y) above, (ii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person that does not engage in commerce or affect commerce in the U.S. or (iii) engage in, consummate or enter into an Alternative Acquisition Proposal, or following the Non-Solicitation Period, engage in, enter into or consummate a transaction definitive agreement relating to an Acquisition Proposal, in each case, in accordance with Section 6.1. Parent shall not, and shall not permit any of its subsidiaries to, engage in or enter into any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person involving the acquisition of Retail Pharmacies in the U.S., provided, that would materially and adversely impact nothing in this Agreement shall limit the ability of Parent or its Affiliates or subsidiaries to (i) engage in (A) “buy and operate” acquisitions involving acquisitions of ten (10) or fewer Retail Pharmacies in one transaction or a series of related transactions, or (B) “file buy” acquisitions, in the Merger Subs to obtain case of clauses (A) and (B), in the Debt Financing ordinary course of business consistent with past practice and after obtaining advice from Parent’s outside antitrust counsel, who shall have previously consulted with the Company’s antitrust counsel, that any such acquisition would not have the impact described in clauses (x) or alternative financing (y) in lieu thereof)the preceding sentence, (ii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person that does not engage in commerce or affect commerce in the U.S. or (iii) engage in, consummate or enter into any agreement providing for any of the transactions set forth on Section 6.2(a) of the Parent Disclosure Schedules.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.4(d6.4(d) and Section 6.4(e), each party shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Mergers Merger and the other transactions contemplated by this Agreement in the most expeditious manner practicable. Without limiting the foregoing sentence, each party agrees to (i) (A) within five ten (510) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, Entities and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers Merger or any of the other transactions 45 contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the consummation of the Mergers Merger or the other transactions contemplated by this Agreement. Notwithstanding ; provided that nothing in this Agreement shall limit the ability of (I) the parties to acquire prescription and customer records in connection with “file buy” acquisitions in the ordinary course of business consistent with past practice and (II) Parent or its subsidiaries to (i) take the actions set forth on Section 6.4(a)(i) of the Parent Disclosure Schedule, (ii) take the actions with respect to commercial Contracts described on Section 6.4(a)(ii) of the Parent Disclosure Schedule, (iii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person that does not engage in commerce or affect commerce in the U.S. or (iv) following the seven (7) month anniversary of the date of this Agreement, engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person, other than an acquisition of Retail Pharmacies (any such transaction described in this clause (iv), a “Parent Permitted Transaction”) (it being understood that a transaction described in clause (I) or (II) (i) through (iii) above that also would fall within the description in this clause (iv) shall not be considered a Parent Permitted Transaction); and, notwithstanding anything set forth in the foregoing, nothing in this Section 7.4(a6.4(a) shall permit Parent to enter into a transaction Parent Permitted Transaction that would materially and adversely impact the ability of Parent or the Merger Subs Sub to obtain the Debt Financing (or alternative financing in lieu thereof). Nothing in the foregoing sentence limits, modifies, waives, amends or otherwise adversely affects the Company’s rights under Section 6.4(d). Notwithstanding anything in this Agreement to the contrary, the Company shall not be deemed to be in breach of any of its representations and warranties in Article III or its obligations under Section 5.1, or to have failed to satisfy the closing conditions set forth in Section 7.2(a) or Section 7.2(b), to the extent such breach or failure is the result of, or attributable to, the entry by Parent into or the consummation by Parent of any, or any plans announced by Parent to enter into any specific, Parent Permitted Transaction, provided that, for the avoidance of doubt, no such breach or failure shall be deemed to have resulted from, or be attributable to, a Parent Permitted Transaction solely on the basis that, but for the occurrence of such Parent Permitted Transaction, the Closing would have occurred prior to the date of such breach or failure.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, Agreement (including Section 7.4(d5.7(h)), each party of the parties shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under this Agreement and applicable Law (including under any Antitrust Law) (other than under any applicable Gaming Law) to consummate and make effective the Mergers and the other transactions contemplated by this Agreement in at the most expeditious manner practicable. Without limiting the foregoing sentenceearliest practicable date, each party agrees to including using reasonable best efforts to: (i) cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and take such actions as are reasonably necessary to obtain any requisite consent (Aother than Gaming Approvals) within five or expiration of any applicable waiting period under the HSR Act and other Antitrust Laws; (5ii) Business Days after the date of defend all Actions by or before any Governmental Entity (other than any Gaming Authority) challenging this Agreement (unless a later time is mutually agreed between or the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any consummation of the other transactions contemplated by this AgreementMerger; and (iiiii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from resolve any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity objection asserted with respect to the transactions contemplated by under this Agreement under any Antitrust Law raised by any Governmental Entity (other than any or (yGaming Authority) materially increase and to prevent the risk entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity entering a Legal Restraint prohibiting (other than any or materially delaying Gaming Authority) that would prevent, prohibit, restrict or delay the consummation of the Mergers or the other transactions contemplated by this AgreementAgreement (provided, however, that the Company shall not be required to incur any liabilities or pay more than a nominal sum to obtain any such consents, registrations, approvals, permits and authorizations). Notwithstanding anything set forth Upon the terms and subject to the conditions of this Agreement (including Section 5.7(g)), each of Parent and Merger Sub shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable Gaming Laws to consummate the foregoingtransactions contemplated by this Agreement at the earliest practicable date, nothing in including using best efforts to: (i) cause the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and take such actions as are reasonably necessary to obtain any requisite Gaming Approvals; (ii) defend all Actions by or before any Gaming Authority challenging this Section 7.4(aAgreement or the consummation of the Merger; and (iii) shall permit Parent resolve any objection asserted with respect to enter into a transaction the transactions contemplated under this Agreement under any Gaming Authority and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Gaming Authority that would materially and adversely impact prevent, prohibit, restrict or delay the ability consummation of Parent the transactions contemplated by this Agreement (provided, however, that the Company shall not be required to incur any liabilities or the Merger Subs pay more than a nominal sum to obtain the Debt Financing (or alternative financing in lieu thereofany such consents, registrations, approvals, permits and authorizations).

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.4(d6.4(d) and Section 6.4(e), each party shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Mergers Merger and the other transactions contemplated by this Agreement in the most expeditious manner practicable. Without limiting the foregoing sentence, each party agrees to (i) (A) within five ten (510) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, Entities and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the consummation of the Mergers Merger or the other transactions contemplated by this Agreement. Notwithstanding ; provided that nothing in this Agreement shall limit the ability of (I) the parties to acquire prescription and customer records in connection with “file buy” acquisitions in the ordinary course of business consistent with past practice and (II) Parent or its subsidiaries to (i) take the actions set forth on Section 6.4(a)(i) of the Parent Disclosure Schedule, (ii) take the actions with respect to commercial Contracts described on Section 6.4(a)(ii) of the Parent Disclosure Schedule, (iii) engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person that does not engage in commerce or affect commerce in the U.S. or (iv) following the seven (7) month anniversary of the date of this Agreement, engage in or enter into any agreement providing for any acquisition (whether by merger, consolidation, business combination or otherwise) of the assets or equity interests of any Person, other than an acquisition of Retail Pharmacies (any such transaction described in this clause (iv), a “Parent Permitted Transaction”) (it being understood that a transaction described in clause (I) or (II) (i) through (iii) above that also would fall within the description in this clause (iv) shall not be considered a Parent Permitted Transaction); and, notwithstanding anything set forth in the foregoing, nothing in this Section 7.4(a6.4(a) shall permit Parent to enter into a transaction Parent Permitted Transaction that would materially and adversely impact the ability of Parent or the Merger Subs Sub to obtain the Debt Financing (or alternative financing in lieu thereof). Nothing in the foregoing sentence limits, modifies, waives, amends or otherwise adversely affects the Company’s rights under Section 6.4(d). Notwithstanding anything in this Agreement to the contrary, the Company shall not be deemed to be in breach of any of its representations and warranties in Article III or its obligations under Section 5.1, or to have failed to satisfy the closing conditions set forth in Section 7.2(a) or Section 7.2(b), to the extent such breach or failure is the result of, or attributable to, the entry by Parent into or the consummation by Parent of any, or any plans announced by Parent to enter into any specific, Parent Permitted Transaction, provided that, for the avoidance of doubt, no such breach or failure shall be deemed to have resulted from, or be attributable to, a Parent Permitted Transaction solely on the basis that, but for the occurrence of such Parent Permitted Transaction, the Closing would have occurred prior to the date of such breach or failure.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including Section 7.4(d), each party of the parties shall use its commercially reasonable best efforts to (i) take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under this Agreement applicable laws and applicable Law regulations to consummate and make effective the Mergers Merger and the other transactions contemplated by this Agreement in at the most expeditious manner practicable. Without limiting the foregoing sentenceearliest practicable date, each party agrees to (i) including: (A) within five (5) Business Days after causing the date preparation and filing of this Agreement (unless a later time is mutually agreed between all forms, registrations and notices required to be filed to consummate the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, Merger; (B) as promptly as practicable after the date of defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement (unless a later time is mutually agreed between or the Parties), make appropriate filings with appropriate insurance Governmental Entities, consummation of the Merger; and (C) as promptly as practicable and advisable, after using commercially reasonable best efforts to prevent the date entry of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreementcourt order, and to assist and cooperate with the have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk action of any Governmental Entity entering a Legal Restraint prohibiting that would prevent, prohibit, restrict or materially delaying delay the consummation of the Mergers or the other transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the “Code”), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing less than five percent (5%) ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. §1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding anything set forth in the foregoing, nothing in except as otherwise expressly provided by this Section 7.4(a) Agreement, none of the parties hereto nor any of their respective Affiliates shall permit Parent be obligated to enter into a transaction that would materially and adversely impact the ability of Parent make any payments or the Merger Subs otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the Debt Financing (or alternative financing in lieu thereof)transactions contemplated hereby.

Further Action; Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 7.4(d)each of the parties hereto agrees to use its reasonable best efforts to consummate the transactions contemplated hereby as soon as practicable after the date hereof. Subject to the terms and conditions of this Agreement, without limiting the foregoing, (i) each party shall of the parties hereto 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 Governmental Entity) and to assist and shall promptly cooperate with and furnish information to each other in connection with any such requests to any of them or any of their Affiliates in connection with the other transactions contemplated hereby and (ii) each of the parties in taking or causing to be taken, all actions and to hereto shall use its reasonable best efforts to doobtain (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 reasonably necessary, proper obtained or advisable under this Agreement and applicable Law to consummate and make effective made by the Mergers and Sellers or the other Buyer or any of their Affiliates in connection with the transactions contemplated by this Agreement Agreement. Subject to the terms and conditions set forth in the most expeditious manner practicable. Without limiting the foregoing sentencethis Agreement, each party of the parties hereto agrees to (i) (A) within five (5) Business Days after the date of this Agreement (unless a later time is mutually agreed between the Parties)make all appropriate filings, make appropriate filings of “Notification notices and Report Forms” pursuant registrations with any Governmental Entity with respect to the HSR Act, (B) transactions contemplated hereby as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties)in order to obtain any consent, make appropriate filings with appropriate insurance authorization, order or approval of, or any exemption by, any Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary Entity required or advisable to be obtained or made by the parties hereto or any of their Affiliates in connection with the Mergers taking of any action contemplated thereby or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk of any Governmental Entity entering a Legal Restraint prohibiting or materially delaying the consummation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding anything set forth in the foregoing, nothing in this Section 7.4(a) shall permit Parent to enter into a transaction that would materially and adversely impact the ability of Parent or the Merger Subs to obtain the Debt Financing (or alternative financing in lieu thereof).

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including Section 7.4(d), each party of the parties shall use its reasonable best efforts to take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable under this Agreement and applicable Law (including under any Antitrust Law) to consummate and make effective the Mergers and the other transactions contemplated by this Agreement in at the most expeditious manner practicable. Without limiting the foregoing sentenceearliest practicable date, each party agrees to including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger; (Aii) within five (5) Business Days after the date of using reasonable best efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement (unless a later time is mutually agreed between or the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, (B) as promptly as practicable after the date of this Agreement (unless a later time is mutually agreed between the Parties), make appropriate filings with appropriate insurance Governmental Entities, and (C) as promptly as practicable and advisable, after the date of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any consummation of the other transactions contemplated by this AgreementMerger; and (iiiii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from using reasonable best efforts to resolve any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement, and to assist and cooperate with the other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity objection asserted with respect to the transactions contemplated by under this Agreement under any Antitrust Law raised by any Governmental Entity and to prevent the entry of any court order, and to have vacated, lifted, reversed or (y) materially increase the risk overturned any judgment, order, injunction, ruling, writ, decree or other action of any Governmental Entity entering a Legal Restraint prohibiting that would prevent, prohibit, restrict or materially delaying delay the consummation of the Mergers or the other transactions contemplated by this Agreement. Notwithstanding anything set forth In furtherance thereof, the Company shall, if requested by Parent, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals and give any required notices under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the foregoingconsummation of the transactions contemplated hereby; provided, nothing in this Section 7.4(a) that the Company shall permit Parent not be required to enter into a transaction that would materially and adversely impact the ability of Parent pay any consent or the Merger Subs other similar fee, or other similar payment or other consideration to obtain the Debt Financing (consent, waiver or alternative financing in lieu thereof)approval of any Person under any Contract, and, for the avoidance of doubt, no such consent, waiver, approval or notice shall be a condition to any party’s obligation to consummate the Merger hereunder.

Further Action; Efforts. (a) Subject to Upon the terms and subject to the conditions of this Agreement, including Section 7.4(d), each party of the parties shall use its commercially reasonable best efforts to (i) take, or cause to be taken, and to assist and cooperate with the other parties in taking or causing to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, and cooperate with each other in order to do, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable and (ii) do all things necessary, proper or advisable under this Agreement applicable laws and applicable Law regulations to consummate and make effective the Mergers Merger and the other transactions contemplated by this Agreement in at the most expeditious manner practicable. Without limiting the foregoing sentenceearliest practicable date, each party agrees to (i) including: (A) within five (5) Business Days after causing the date preparation and filing of this Agreement (unless a later time is mutually agreed between all forms, registrations and notices required to be filed to consummate the Parties), make appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, Merger; (B) as promptly as practicable after the date of defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement (unless a later time is mutually agreed between or the Parties), make appropriate filings with appropriate insurance Governmental Entities, consummation of the Merger; and (C) as promptly as practicable and advisable, after using commercially reasonable best efforts to prevent the date entry of this Agreement, make appropriate filings under any Healthcare Law or Insurance Law that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreement; and (ii) as promptly as practicable and advisable, after the date of this Agreement, prepare and submit all other filings, notifications, information updates and other presentations required by or in connection with seeking, and obtain, all consents, approvals, clearances, expirations or terminations of waiting periods, non-actions, waivers, exemptions, Permits, orders, change of ownership approvals or other authorizations (“Consents”) from any Governmental Entity or other third party, in each case that are necessary or advisable in connection with the Mergers or any of the other transactions contemplated by this Agreementcourt order, and to assist and cooperate with the have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other party in connection with the foregoing; provided that the Company shall have no obligation to amend or modify any Contract or pay any fee to any third party for the purpose of obtaining any such Consent, or pay any costs and expenses of any third party resulting from the process of obtaining such Consent. The Parties shall not, and shall not permit any of their respective subsidiaries to, engage in, publicly propose or enter into any transaction that would reasonably be expected to (x) result in any material delay in the obtaining or materially increase the risk of not obtaining any required Consent from any Governmental Entity with respect to the transactions contemplated by this Agreement or (y) materially increase the risk action of any Governmental Entity entering a Legal Restraint prohibiting that would prevent, prohibit, restrict or materially delaying delay the consummation of the Mergers or the other transactions contemplated by this Agreement. Each of the parties hereto agrees to treat the receipt of the Merger Consideration in exchange for shares of Company stock pursuant to the Merger as a taxable sale and purchase of Company stock for income tax purposes. With respect to any potential withholding tax under Section 1445 of the Internal Revenues Code of 1986, as amended (the "Code"), the parties hereto intend to rely on the exemption from such withholding tax pursuant to Code Section 897(c)(3) with respect to stockholders who beneficially own Common Stock representing five percent (5%) or less ownership in the Company. Promptly after the date hereof, the Company will make a determination as to whether the Company is able to supply a certificate in accordance with Treas. Reg. 1.1445-2(c)(3) that the Company is not a United States real property holding corporation so that no withholding will be required under Code Section 1445. Notwithstanding anything set forth in the foregoing, nothing in except as otherwise expressly provided by this Section 7.4(a) Agreement, none of the parties hereto nor any of their respective Affiliates shall permit Parent be obligated to enter into a transaction that would materially and adversely impact the ability of Parent make any payments or the Merger Subs otherwise pay any consideration to any third party to obtain any applicable consent, waiver, settlement or approval in order to consummate the Debt Financing (or alternative financing in lieu thereof)transactions contemplated hereby.