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

Further Action; Reasonable Best Efforts. (a) As soon as practicable, and in any event no later than ten (10) business days after the date hereof, each of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall as practicablepromptly as practicable make its respective filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws that is specified by Parent in any event no later than ten writing (10) business days after the date hereof“Specified Filings”), and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith. In addition, each of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with notify the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval parties as promptly as practicable of any communication (whether oral or written) it or any of its affiliates receives from any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request Authority in connection with the preparation Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing or written submission by such party or any communication (whether oral or written) voluntarily initiated by such party (not in response to any inquiry or request for information from any Governmental Authority) with or to any Governmental Authority in connection with the Transactions, (iii) use reasonable best efforts to consult with the other parties, to the extent practicable and permitted by such Governmental Authority, in advance of any other communication (whether oral or written) with or to any Governmental Authority in connection with the Transactions and (iv) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at any meeting or conference with any Governmental Authority in connection with the Transactions that was requested by such Governmental Authority and obtain the prior written consent of Parent before initiating or voluntarily requesting any such meeting or conference. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with or to, or agency proceedings by, seek any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications approvals from, any Governmental Authority with respect to jurisdiction over enforcement of antitrust or competition Laws other than the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental AuthoritySpecified Filings. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, The Company and Parent shall (i) without as promptly as practicable after the date hereof, cooperate to prepare the notice pursuant to Exon-Xxxxxx to be used to seek the CFIUS Approval, (ii) provide or cause to be provided as promptly as practicable to CFIUS information or documents required by CFIUS or necessary, proper or advisable to permit the consummation of the transaction, (iii) promptly inform the other parties of any communication received by such party from, or given by such party to, CFIUS, (iv) to the extent permitted by applicable Law, permit the other parties to review any communication given by it to, and consult with each other in advance of any meeting or conference with, CFIUS, and (v) if permitted by CFIUS, give the other parties the opportunity to attend and participate in such meetings and conferences; provided that, in any event, to the extent permitted by applicable Law, the Company shall be required to obtain the prior written consent of Parent (which shall such consent not to be unreasonably withheld withheld, conditioned or delayed) in advance of submitting or providing any information, documents or communications to, or agreeing to or scheduling any meeting or conference with, CFIUS. If requested by Parent in writing in connection with obtaining the CFIUS Approval, the Company shall, or shall commit to, hold separate, restructure, reorganize, sell, divest, dispose of or make subject to operational or other restrictions any of its businesses, services or assets prior to, at or following the Closing (provided that any such action shall be subject to the occurrence of the Closing and any such action taken prior to Closing shall be terminable in the event that the Closing does not occur or this Agreement is terminated); provided that, none notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent, Merger Sub or any of their respective affiliates to take or commit to take any such actions or otherwise take or commit to any other action that limits its freedom of action (or the freedom of action of the Company or any of its Subsidiaries Subsidiaries) with respect to, or its ability (or the ability of the Company or any of its Subsidiaries) to retain, any of its businesses, services or assets (or any businesses, services or assets of the Company or any of its Subsidiaries). (c) Notwithstanding anything in this Agreement to the contrary, with respect to the matters covered in this Section 6.07, Parent shall, after consulting with the Company and considering the Company’s views in good faith, to the extent permitted by applicable Law, take the lead in communicating with any Governmental Authority and developing strategy for responding to any investigation or other inquiry by any Governmental Authority related to the Transactions, and, subject to its obligations under Section 6.07, shall pay make all final decisions with respect to any requests that may be made by, or commit any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any Governmental Authority related to the Transactions, including determining the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or proceedings or other actions by any Governmental Authority related to the Transactions. (d) Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective affiliates to any Governmental Authority in connection with the Merger and the Transactions. (e) Upon the written request of Parent, the Company shall use commercially reasonable efforts to provide notice to or obtain consent from, as applicable, the counterparty to any Contract set forth in Section 3.05(a)(iii) of the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement, and will consult with Parent prior to seeking any such consent; provided that no Group Company shall be required prior to the Effective Time to pay to such person whose approval or any consent is being solicited any cash or other considerationsimilar fee to obtain the consent, make waiver or approval of any commitment or incur any liability due person. (f) Not later than seven (7) days after the date of this Agreement, the Company shall deliver to such person and Parent a schedule that sets forth the following information with respect to each Company Share Award outstanding as of the date hereof: (i) the name of the Company Share Award recipient; (ii) no party or its Affiliates shall be required the particular Share Incentive Plan pursuant to pay or commit to pay which such Company Share Award was granted; (iii) the number and type of Shares subject to such person whose approval Company Share Award; (iv) the exercise or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitypurchase price of such Company Share Award; provided, however, that (v) the date on which such party shall give Company Share Award was granted; (vi) the other parties hereto vesting schedule of such Company Share Award; and (vii) the opportunity to make date on which such paymentsCompany Share Award expires.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, if any, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, if any, under the HSR Act Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to transactions contemplated hereby the Transactions and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain any all Permits, consents, approvals, authorizations, qualifications and all clearances pursuant orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the filings made under the HSR Act Offer and the Applicable Non-U.S. Antitrust LawsMerger; provided that neither Parent nor Merger Sub will be required by this Section 7.8 to (A) prohibit or limit the ownership or operation by the Company, Parent, Merger Sub or any of their Subsidiaries of any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or (B) divest any Shares which, in the case of each of clauses (A) and (B) of this Section 7.8(a), has an economic detriment to Parent or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. To If, at any time after the extent practicable Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and permitted by a Governmental Authority, directors of each party hereto to this Agreement shall permit representatives of the other party use their reasonable best efforts to participate in meetings (whether by telephone or in person) with take all such Governmental Authorityaction. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Company parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder (whether temporary, make any commitment preliminary or incur any liability due to such person permanent) that is in effect and (ii) no party that restricts, prevents or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationprohibits consummation of the Transactions, make any commitment or to incur any liability; providedincluding, howeverwithout limitation, that such party shall give the other parties hereto the opportunity to make such paymentsby vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will use commercially reasonable 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 Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, if and to the extent that the parties determine any such filings are required, as practicable, and in any event no later than ten (10) business days promptly as practicable after the date hereofof this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all other actions necessary, each proper or advisable to cause the expiration or termination of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice applicable waiting periods under the HSR Act with respect to transactions contemplated hereby and any other applicable Antitrust Laws as soon as practicable. (iib) make all such other filings to obtain Acquiror and the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust LawsCompany will, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or other Person or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. (c) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained in Sections 6.8(a) and status of (b), if any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Acquiror and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall Company will use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, including in connection with obtaining order to resolve such objections or suits which, in any approval case if not resolved, could reasonably be expected to prohibit or consent from any person with respect to materially impair or delay the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none consummation of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person transactions contemplated hereby and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitythereby; provided, however, that neither Acquiror nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits under any Antitrust Law delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of Acquiror and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) each of Acquiror and the Company will use its respective reasonable best efforts to defend, at its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 6.8.

Further Action; Reasonable Best Efforts. (a) As soon Each of the parties hereto shall use all reasonable best efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including, without limitation, using all reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and in orders of Governmental Entities and parties to contracts with the Company, Acquiror or any event no later than ten (10) business days Company Subsidiary or Acquiror Subsidiary as are necessary for the transactions contemplated herein. In case at any time after the date hereofEffective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use all reasonable best efforts to take all such action. Without limiting the generality of the foregoing, Acquiror shall use all reasonable best efforts to cause Merger Sub to perform its obligations under this Agreement and to effect the transactions contemplated hereby. (b) During the Interim Period, each of the parties hereto shall promptly notify the other in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person: (i) file any Notification and Report Forms and related material required to be filed by it challenging or seeking damages in connection with the Federal Trade Commission and Merger or the Antitrust Division conversion of Company Common Stock into the United States Department of Justice under Merger Consideration pursuant to the HSR Act with respect to transactions contemplated hereby and Merger; or (ii) make seeking to restrain or prohibit the consummation of the Merger or any of the transactions contemplated by this Agreement or otherwise to limit the right of Acquiror to own or operate all such other filings to obtain or any portion of the consent and approval business or assets of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. the Company. (c) Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party hereto shall use its reasonable best efforts to obtain refrain from taking any and all clearances pursuant action, or entering into any transaction, which would cause any of its representations or warranties contained in this Agreement to the filings be untrue or that would result in a breach of any covenant made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary it in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, and in any event no later than ten (10) business days after Subject to the date hereofterms of this Agreement, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval under any applicable antitrust or competition Law of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any foreign Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority having jurisdiction with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Merger, including, without limitation, using its reasonable best efforts to obtain any all permits, consents, approvals, authorizations, qualifications and all clearances pursuant orders of Governmental Authorities and other third party consents, approvals and authorizations as are necessary for the consummation of the Merger and the Transactions and to fulfill the conditions to the filings made under Merger (which, in the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives case of the other party to participate Company, shall exclude those conditions set forth in meetings Section 7.03(a) or (whether by telephone b) and, in the case of Parent, shall exclude those conditions set forth in Section 7.02(a) or in person) with such Governmental Authority(b)). (b) Without limiting the generality of the undertakings pursuant to this Section 6.08, each of the Company and Parent agrees to take or cause to be taken the following actions: (i) the prompt provision to each and every federal, state, local or foreign Governmental Authority having jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust Entity”) of non-privileged information and documents requested by any Government Antitrust Entity; (ii) the prompt use of its reasonable best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger, including, without limitation, the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any person or entity, including, without limitation, any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions and the proffer and agreement of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company or Parent or either’s respective Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant Government Antitrust Entity giving effect thereto) no later than 60 days from the date hereof if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (x) commencement of any proceeding in any forum or (y) issuance of any order, decree, decision, determination or judgment that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger by any Government Antitrust Entity; and (iii) the prompt use of its reasonable best efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Merger, any and all steps (including, without limitation, the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this Section 6.08(b)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. (c) Notwithstanding anything contained in this Section 6.08 to the contrary in contrary, Section 6.08(b) shall not be deemed to require either Parent or the Company or any Subsidiary or affiliate thereof to take or agree to take any Action of Divestiture with respect to their respective assets which would be materially adverse to the business, financial condition, assets or results of operations of Parent and its Subsidiaries taken as a whole following the Merger (excluding the loss of any cost savings or revenue enhancements expected as a result of the Merger and the consolidated operations of Parent, the Company and their Subsidiaries thereafter). For purposes of this Agreement, in connection with obtaining an “Action of Divestiture” shall mean making proposals, executing or carrying out agreements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any approval assets or consent from any person with respect categories of assets that are material to the MergerCompany, (i) without Parent or any of their respective Subsidiaries or the prior written consent holding separate of Parent (which shall not be unreasonably withheld capital stock of the Company, or delayed)imposing or seeking to impose any limitation on the ability of Parent, none of the Company or any of its Subsidiaries shall pay their respective Subsidiaries, to conduct their respective businesses or commit to pay to own such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment assets or to incur any liability; providedacquire, however, that such party shall give hold or exercise full rights of ownership of the other parties hereto business of the opportunity to make such paymentsCompany.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent in obtaining any financing it may arrange in connection with the Merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent and the Company shall (i) use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file any required Notification and Report Forms and related material required to be filed by it under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice under (the HSR Act with respect “Antitrust Division”) and shall respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby by this Agreement and (ii) make all such other filings if any state takeover Law or similar Law becomes applicable to obtain this Agreement, the consent and approval of Merger or any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish other transactions contemplated by this Agreement, take all action necessary to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to ensure that the Merger and the Transactions. The parties shall seek early termination other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust such Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in on this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without Merger and the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitytransactions contemplated by this Agreement; provided, however, that Parent shall not be required to take any action to exempt any stockholder of the Company from any such party Law. (d) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the Surviving Company shall give take or cause to be taken all such necessary action. (e) Each of the other parties hereto shall use reasonable best efforts to prevent the opportunity entry of, and to make such paymentscause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Merger. (f) Notwithstanding the foregoing provisions of this Section 5.5, Parent shall not be required to agree to or accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any of the respective businesses of Parent, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties Parties hereto shall, and shall cause each of their respective subsidiaries to, (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required submissions, with each relevant Governmental Authority that are necessary, proper or advisable to be filed consummate the transactions contemplated by it this Agreement, including, without limitation, with the Federal Trade Commission and the Antitrust Division each relevant Governmental Authority with jurisdiction over enforcement of the United States Department of Justice under the HSR Act any applicable antitrust or competition Laws with respect to transactions contemplated hereby the Transactions, and coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as the other Parties may reasonably request in connection therewith (including, without limitation, (x) notifying the other Parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (y) permitting the other Parties to review in advance, and consulting with the other Parties on, any proposed filing, submission or communication (whether verbal or written) by such Party to any Governmental Authority, and (z) giving the other Parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, employing such resources as are necessary to obtain any the Requisite Regulatory Approvals and all clearances pursuant to the filings made approval of the applicable Governmental Authority under the HSR Act AML Rules. Notwithstanding the foregoing or any other provision of this Agreement, the Company agrees that Parent shall have the right to determine and direct the strategy and process by which the Parties will seek the Requisite Regulatory Approvals and the Applicable Non-U.S. Antitrust Laws. To approval of the extent practicable applicable Governmental Authority under the AML Rules and permitted by a shall take the lead in all meetings and communications with any Governmental Authority, each party hereto shall permit representatives including by determining the appropriate timing of any such meeting or communications (including the timing of the other party submission of any filing with, or the response to participate in meetings (whether by telephone any request by, a Governmental Authority or in person) with such Governmental Authority. (b) Notwithstanding anything any action to be taken pursuant to this Section 6.08(a)). If, at any time after the contrary in Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, in connection with obtaining any approval or consent from any person with respect the proper officers and directors of each Party to the Merger, (i) without the prior written consent of Parent (which this Agreement shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit use their reasonable best efforts to pay to take all such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsaction.

Further Action; Reasonable Best Efforts. (a) As Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective the Mergers and the other transactions contemplated hereby. Without limiting the generality of the foregoing, the Parties will use their respective reasonable best efforts to (a) prepare and file as soon as practicablepracticable all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by Applicable Law to be filed in order to consummate the Merger and the other transactions contemplated hereby, and in take such actions as are reasonably necessary to obtain any event no later than ten requisite approvals, consents, orders, exemptions or waivers by, or to avoid an action or proceeding by, any Governmental Authority relating to antitrust, competition, trade or other regulatory matters (10) business days after the date hereofcollectively, each of the parties hereto shall “Regulatory Approvals”), including (i) file any Notification and Report Forms and related material required to be filed by it in connection with the HSR Act with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice under (“Antitrust Division”) in connection with the HSR Act with respect to transactions contemplated hereby (which shall be filed no later than ten (10) Business Days following the date of this Agreement) and (ii) make any form or report required by any other Governmental Authority relating to any other Regulatory Approval, (b) take all such other filings actions necessary to obtain cause all conditions set forth in Article 7 (including the consent and approval prompt termination of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under (including any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect extension of the Merger by the parties. Each party shall use its reasonable best efforts initial thirty (30) day waiting period thereunder)) to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent be satisfied as soon as practicable and permitted by a Governmental Authority, each party hereto shall permit representatives (c) execute and deliver any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party the Parties hereto understand and agree that the reasonable best efforts of any Party hereto shall give not require any Party or its Affiliates or Subsidiaries to: (i) agree to or effect any divestiture or hold-separate order, or enter into any license or similar agreement with respect to, or agree to restrict its ownership or operation of, any business or assets of any Party or any of its Affiliates or Subsidiaries, (ii) enter into, amend, or agree to enter into or amend, any contracts of any Party or any of its Affiliates or Subsidiaries or (iii) otherwise waive, abandon or alter any material rights or obligations of any Party or any of its Subsidiaries or Affiliates. (b) Each Party shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Authority in connection with the Mergers and the other parties hereto transactions contemplated hereby. Subject to Applicable Law and the attorney-client and similar applicable privileges, Parent and the Company shall have the right to review in advance, and, to the extent reasonably practicable, each will consult the other on, all the information relating to the other and each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Mergers and the other transactions contemplated hereby. (c) Each Party shall (a) subject to Section 6.06(d) below, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from the FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with Regulatory Approvals and antitrust matters, (b) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed) and (c) not enter into any agreement with the FTC or the Antitrust Division agreeing not to consummate the Mergers or the other transactions contemplated by this Agreement. Except for the Mergers and without limiting the Parties’ other obligations under this Agreement, none of the Parties shall enter into or consummate any merger or other acquisition of a business or any similar transaction (other than a license of Intellectual Property entered into in the ordinary course of business), that would reasonably be expected to make it less likely that the conditions set forth in Section 7.01(b) and Section 7.01(c) would be satisfied in a timely manner. (d) In connection with and without limiting the foregoing, each Party shall, subject to Applicable Law and except as prohibited by any applicable representative of any applicable Governmental Authority: (a) promptly notify the other Parties of any material written communication to that Party from the FTC, the Antitrust Division, any State Attorney General or any other regulatory Governmental Authority concerning this Agreement, the Mergers or the other transactions contemplated hereby, and permit the other Parties to review in advance (and to consider any comments made by the other Parties in relation to) any proposed written communication to any of the foregoing, (b) not participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning this Agreement, the Mergers or the other transactions contemplated hereby unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to make attend and participate in such paymentsmeeting, telephone call or discussion and (c) subject to the attorney-client and similar applicable privileges, furnish outside legal counsel for the other Parties with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between such Party and its Affiliates and their respective Representatives on the one hand, and any Governmental Authority, including any regulatory authority, or its members or their respective staffs on the other hand, with respect to this Agreement, the Mergers and the other transactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required use its reasonable efforts to take, or cause to be filed by it taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the transactions contemplated hereby, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Federal Trade Commission Company and its Subsidiaries as are necessary for the Antitrust Division consummation of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make to fulfill the conditions to the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such other filings action. Without limiting the generality of the foregoing, Parent shall discuss in good faith and agree to obtain increase the consent amount of the Cash Consideration (subject to a corresponding decrease in the amount of the Stock Consideration) in the event that it is determined that the number of shares of Parent Common Stock to be issued in the Merger and the Advisor Merger would require the approval of the stockholders of Parent under the listing standards of the NYSE. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.07(a), including the preparation and making of any Governmental Authorities under any Applicable Nonfilings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-U.S. Antitrust Lawsfiling party and their advisors prior to filing, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each to the extent practicable and permissible under applicable Law neither of the parties shall furnish to the other will file any such information and assistance as the other shall reasonably request in connection document or have any communication with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under without prior consultation with the HSR Act or any Non-U.S. Antitrust Law, and each of the parties other party. Each party shall keep the other apprised reasonably promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Lawstransactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) and calls with such Governmental Authority. (bc) Notwithstanding anything any other provision contained herein, the Company shall, with respect to any U.S. federal tax filing relating to the contrary REIT status of the Company that is filed by the Company between the date hereof and Closing, give Parent a reasonable opportunity to comment on such filing before it is filed with the IRS and shall accept any reasonable comments (the reasonableness of which shall be determined by the Company in this Agreement, in connection with obtaining any approval or consent from any person its sole discretion) that are provided by Parent with respect to the Merger, content of such filing. (id) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Company parties hereto agrees to cooperate and use its reasonable efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder (whether temporary, make any commitment preliminary or incur any liability due to such person permanent) that is in effect and (ii) no party that restricts, prevents or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationprohibits consummation of the transactions contemplated hereby, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsincluding by vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Subject to the terms and in any event no later than ten (10) business days after the date hereofconditions of this Agreement, 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 Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the parties obligations in Section 5.7, each party hereto shall agrees to (i) file make any appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby Act, if applicable and (ii) make all such any other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further required filings pursuant thereto to other Antitrust Laws (as defined below) with respect to the transactions contemplated hereby as promptly as practicable. Each party shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and take all other actions reasonably necessary, proper or advisable. advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as reasonably practicable. (b) Each of Buyer, on the parties shall furnish to one hand, and Sellers, on the other such information and assistance as the other shall reasonably request hand, shall, in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 5.7(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust LawLaw (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, and each of the parties shall including any proceeding initiated by a private party; (ii) keep the other promptly apprised party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the content Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authority and status of any communications withcommunication received or given in connection with any proceeding by a private party, and communications from, in each case regarding any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any transactions contemplated hereby; and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall (iii) permit representatives of the other party and/or its counsel to participate review any communication given by it to, and consult with each other in meetings (whether by telephone advance of any meeting or in person) with conference with, the FTC, the DOJ or any such other Governmental Authority. (b) Notwithstanding anything to the contrary in this AgreementAuthority or, in connection with obtaining any approval or consent from proceeding by a private party, with any person with respect other person, and to the Mergerextent permitted by the FTC, (i) without the prior written consent of Parent (which shall not be unreasonably withheld DOJ or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash other applicable Governmental Authority or other considerationperson, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto party and/or its counsel the opportunity to make attend and participate in such paymentsmeetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, txx Xxxxral Trade Commission Axx, xx amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will use commercially reasonable 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 Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, if and to the extent that the parties determine any such filings are required, as practicable, and in any event no later than ten (10) business days promptly as practicable after the date hereofof this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all other actions necessary, each proper or advisable to cause the expiration or termination of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice applicable waiting periods under the HSR Act with respect to transactions contemplated hereby and any other applicable Antitrust Laws as soon as practicable. (iib) make all such other filings to obtain Acquiror and the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust LawsCompany will, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or other Person or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. (c) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained in Sections 6.8(a) and status of (b), if any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Acquiror and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall Company will use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, including in connection with obtaining order to resolve such objections or suits which, in any approval case if not resolved, could reasonably be expected to prohibit or consent from any person with respect to materially impair or delay the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none consummation of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person transactions contemplated hereby and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitythereby; provided, however, that neither Acquiror nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of Acquiror and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) each of Acquiror and the Company will use its respective reasonable best efforts to defend, at its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party's right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1 (c) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 6.8.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to (i) file any Notification and Report Forms and related material required take, or cause to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make taken, all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsappropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, all things necessary, proper or advisable. Each advisable under applicable Law or otherwise to consummate the Merger and complete the Other Transactions, (ii) obtain from Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Merger Co or the Company or any of the parties shall furnish to the other such information and assistance as the other shall reasonably request their respective Subsidiaries in connection with the preparation authorization, execution, and delivery of this Agreement, and (iii) promptly make all necessary filings, and thereafter make any submissions toother required submission, or agency proceedings by, any Governmental Authority with respect to this Agreement and the Merger required under the HSR Act or any Non-U.S. Antitrust Lawother applicable antitrust, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority competition or fair trade Laws with respect to the Merger Merger. Subject to appropriate confidentiality protections, the parties hereto shall have an opportunity to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (i) through (iii) above, which approval shall not be unreasonably withheld, conditioned, or delayed, shall cooperate with each other in connection with the prompt making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other party with copies of all filings made by such party with any applicable Government Entity, and, upon request, any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. The parties Merger. (b) Merger Co and the Company shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall each use its their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Merger and the Other Transactions, (ii) disclosed in the Company Disclosure Schedule, or (iii) required to prevent a Company Material Adverse Effect from occurring prior to or as a result of the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Merger Co, to minimize any adverse effect upon the Company and Merger Co and their respective businesses resulting, or which would reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. (c) The Company and each of its Subsidiaries, with the cooperation of Merger Co, will take all clearances pursuant commercially reasonable steps, and proceed diligently and in good faith to submit pre-acquisition review applications with the DOE within 15 Business Days of the date of this Agreement and promptly to submit other applications, notices and submissions with DOE and other Education Departments and Accrediting Bodies which must be filed prior to the filings made under Closing in order for the HSR Act Company to obtain (i) all Education Department and Accrediting Body approvals and permits which must be obtained prior to the Applicable Non-U.S. Antitrust Laws. To Closing in order for Merger Co to operate the extent practicable Schools as they are currently operated and permitted by a Governmental Authority, each party hereto shall permit representatives of for the other party Schools to participate in meetings all of the Student Financial Assistance Programs, including the Title IV Programs, under the ownership of Merger Co (whether by telephone or collectively, the "Pre-Closing Education Consents," identified as such in personSection 3.05(b)(vii) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationDisclosure Schedule), make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall all Education Department and Accrediting Body approvals and permits which must be required obtained after the Closing in order for Merger Co to pay or commit operate the Schools as they are currently operated and for the Schools to pay to participate in all of the Student Financial Assistance Programs, including the Title IV Programs, under the ownership of Merger Co (collectively, the "Post-Closing Education Consents" identified as such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilityin Section 3.05(b)(vii) of the Company Disclosure Schedule); provided, however, that such party the Company (including any of its Subsidiaries) shall give not file any application, notice or other submission to the other parties hereto the DOE, any Education Department or any Accrediting Body without providing Merger Co a reasonable opportunity to review such application, notice or other submission and without obtaining the consent of Merger Co (which consent shall not be unreasonably withheld, conditioned, or delayed). The Company and each of its Subsidiaries and Merger Co will cooperate with each other and will take all commercially reasonable steps to ensure that any response from the DOE to the DOE pre-acquisition review application does not contain any of the conditions set forth in Section 7.02(f)(ii)(B). (d) The Company and Merger Co will promptly and regularly advise each other concerning the occurrence and status of any discussions or other communications, whether oral or written, with any Education Department, Accrediting Body, or other third party with respect to any Pre-Closing Education Consents or Post-Closing Education Consents, including any material difficulties or material delays experienced in obtaining any such consent, and of any adverse conditions proposed, considered, or requested with respect to any such consent. Merger Co will cooperate fully with the Company in its efforts to obtain any such consent, including the timely submission of any information or materials requested by an Education Department or Accrediting Body with respect to obtaining such consents. The Company will allow Merger Co's Representatives to participate in any meetings or telephone calls with any Education Department or Accrediting Body to discuss the status of any such consent and will not engage in any such meetings or telephone calls without such participation (unless Merger Co elects not to participate or fails to make its Representatives reasonably available in a timely manner), provided, however, that the Company and its Representatives will confer in advance with Merger Co and its Representatives to agree on issues to be discussed in such paymentsmeetings or telephone calls and neither party nor its Representatives will introduce any issues that are not agreed to in advance and will not respond to any compliance issues first introduced in such meetings or telephone calls.

Further Action; Reasonable Best Efforts. (a) As To the extent required by applicable Laws, the Parent Parties shall, as soon as practicable, and in any event no later than ten (10) business days reasonably practicable after the date hereofof this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required make all filings with MOFCOM relating to be filed by it with the Federal Trade Commission this Agreement and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby as required by the PRC Anti-Monopoly Law, made effective as of August 1, 2008 (the “PRC Anti-Monopoly Law”), and (ii) make prepare and file all such other filings required to obtain the consent Regulatory Approvals (the filings described in the foregoing clauses (i) and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws(ii) collectively, and “Regulatory Filings”). The Company shall cooperate fully with the Parent Parties in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other exchanging such information and providing such assistance as the other shall Parent Parties may reasonably request in connection with the preparation Regulatory Filings. The Company, on the one hand, and the Parent Parties, on the other hand, shall, (A) notify the other party(ies) promptly of any submissions to, communication (whether verbal or agency proceedings by, written) it or any of its Affiliates receives from any Governmental Authority under in connection with the HSR Act or any Non-U.S. Antitrust LawRegulatory Filings, (B) permit the other parties to review in advance, and each of the parties shall keep consult with the other promptly apprised of the content and status of parties on, any communications withproposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and communications from, (C) give the other party(ies) the opportunity to attend and participate at any meeting with any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of any filing, investigation or other inquiry. The Company, on the Merger by one hand, and the parties. Each party Parent Parties, on the other hand, shall use its their respective reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, (A) employing such resources as are necessary to obtain the PRC Antitrust Clearance and the Regulatory Approvals and (B) taking any and all clearances pursuant steps necessary to the filings made avoid or eliminate each and every impediment under the HSR Act PRC Anti-Monopoly Law and any other applicable Law, that may be asserted by any Governmental Authority so as to enable the Applicable Non-U.S. Antitrust Laws. To parties hereto to expeditiously consummate the extent practicable Transactions, including, without limitation, committing to and permitted effecting, following the Closing, by a Governmental Authorityconsent decree, each party hereto hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that the Company shall permit representatives of the other party not agree to participate in meetings take any such steps (whether by telephone including any hold separate, restructuring, reorganization, sale, divestiture or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (idisposition) without the prior written consent of the Parent (which Parties; provided, further, that none of the Parent Parties or any of their Affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its business, services or assets in any material respect. Notwithstanding anything contained herein to the contrary, the Company shall not be unreasonably withheld obligated to agree to any term or delayed)take or omit to take any action in connection with obtaining the PRC Antitrust Clearance and the Regulatory Approvals that is not conditioned upon the consummation of the Merger and the other transactions contemplated by this Agreement. (b) Each party hereto shall, none upon the reasonable request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of the Parent Parties, the Company or any of its Subsidiaries shall pay or commit their respective subsidiaries to pay to such person whose approval or consent is being solicited any cash or other consideration, make third party and/or any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give Governmental Authority in connection with the other parties hereto the opportunity to make such paymentsTransactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms --------------------------------------- and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification other required submissions under the HSR Act with respect to the Transactions and Report Forms and related material required (ii) use its reasonable best efforts to take, or cause to be filed taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither -------- Purchaser nor Parent will be required by it this Section 7.10 to take any action, ------------ including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of the Purchaser, Parent, Company or any of their respective subsidiaries, or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect for additional information or documentation and respond as promptly as practicable to transactions contemplated hereby all inquiries and (ii) make all such requests received from any State Attorney General or other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request Authority in connection with antitrust matters. Concurrently with the preparation filing of any submissions to, or agency proceedings by, any Governmental Authority notifications under the HSR Act or any Non-U.S. Antitrust Lawas soon thereafter as practicable, the Company and Parent shall each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek request early termination of the waiting period under the HSR Act andwaiting-period. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the extent applicableEffective Time, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect further action is necessary or desirable to carry out the purposes of this Agreement, the Merger by the parties. Each proper officers and directors of each party to this Agreement shall use its their reasonable best efforts to obtain any and take all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authorityaction. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required use its commercially reasonable best efforts to take, or cause to be filed by it with taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Federal Trade Commission and transactions contemplated hereby, including using its commercially reasonable best efforts to cooperate in the Antitrust Division consummation of the United States Department transactions contemplated hereunder, including without limitation the diligent pursuit of Justice under obtaining all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with REIT I and its Subsidiaries as are necessary for the HSR Act with respect to consummation of the transactions contemplated hereby and (ii) make to fulfill the conditions to the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such other filings action. (b) The parties hereto agree to obtain cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.05(a), including the consent preparation and approval making of any Governmental Authorities under any Applicable Nonfilings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-U.S. Antitrust Lawsfiling party and their advisors prior to filing, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each to the extent practicable and permissible under applicable Law neither of the parties shall furnish to the other will file any such information and assistance as the other shall reasonably request in connection document or have any communication with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under without prior consultation with the HSR Act or any Non-U.S. Antitrust Law, and each of the parties other party. Each party shall keep the other apprised reasonably promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Lawstransactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) and calls with such Governmental Authority. (bc) Notwithstanding anything any other provision contained herein, REIT I shall, with respect to any U.S. federal tax filing relating to the contrary REIT status of REIT I that is filed by REIT I between the date hereof and Closing, give SSTI a reasonable opportunity to comment on such filing before it is filed with the IRS and shall accept any reasonable comments (the reasonableness of which shall be determined by REIT I in this Agreement, in connection with obtaining any approval or consent from any person its sole discretion) that are provided by SSTI with respect to the Merger, content of such filing. (id) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Company parties hereto agrees to cooperate and use its reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to seek to have vacated, lifted, reversed or overturned any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder (whether temporary, make any commitment preliminary or incur any liability due to such person permanent) that is in effect and (ii) no party that restricts, prevents or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationprohibits consummation of the transactions contemplated hereby, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsincluding by pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Merger, including (i) file making any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice necessary filings, notices, petitions, statements, registrations, or submissions, including under the HSR Act with respect to transactions contemplated hereby and or the Antitrust Laws of any Governmental Authority, provided that the parties shall make any filings required under the HSR Act within ten (10) Business Days after the date of this Agreement; (ii) make all such other filings complying to obtain the consent and approval of extent necessary with any request for information by any Governmental Authorities Authority, including any request for additional information and documentary material by the FTC or the Antitrust Division under the HSR Act; (iii) resolving questions or objections, if any, as may be asserted by any Applicable Non-U.S. Governmental Authority, including under the Antitrust Laws; and (iv) obtaining all approvals, consents, registrations, permits, authorizations and in each case, shall promptly make other confirmations from any further filings pursuant thereto that may be Governmental Authority necessary, proper or advisableadvisable to consummate the Transactions, including the expiration of any applicable waiting periods (including extensions thereof) under the HSR Act or the Antitrust Laws of any Governmental Authority. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party shall use their reasonable best efforts to take all such action. (b) Notwithstanding the foregoing or anything to the contrary herein, neither the Company nor SPAC, nor any of their respective Subsidiaries or affiliates, shall be obligated to (i) litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, (ii) propose, negotiate, or agree to the sale, divestiture, license or other disposition of any assets or businesses, (iii) accept any operational restriction that is material to its business or assets, or (iv) take any other action that would materially limit the right of that party, any of its Subsidiaries, or any of its affiliates to own or operate its or their businesses or assets. (c) Each of the parties shall furnish keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other parties of any communication it or any of its affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties to review in advance, and to the extent practicable consult about, any proposed communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation, or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other shall parties may reasonably request in connection with the preparation foregoing. Subject to the terms of any submissions tothe Confidentiality Agreement, the parties will provide each other with copies of all material correspondence, filings, or agency proceedings bycommunications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Lawmembers of its staff, and each of the parties shall keep on the other promptly apprised of the content and status of any communications withhand, and communications from, any Governmental Authority with respect to the Merger this Agreement and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act andIn addition, any party may, as it deems advisable and necessary, reasonably designate any confidential and competitively sensitive material provided to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto under this Section 7.08(c) as “Outside Counsel Only.” Such materials and the opportunity information contained therein shall be given only to make the outside legal counsel of the recipient and will not be disclosed by such paymentsoutside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. No party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file any Notification and Report Forms and related material required use its reasonable best efforts to take, or cause to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make taken, all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsappropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, all things necessary, proper or advisable. Each advisable under applicable Law to consummate and make effective the Acquisition, including, without limitation, using its reasonable best efforts to make all applicable filings and notifications to and obtain the Requisite Regulatory Approvals, all Applicable Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with Seller and to cause its Subsidiaries to execute all such documentation as are necessary for the consummation of the parties shall furnish Acquisition, the transfer to Acquirer of the Transferred Assets and to fulfill the conditions to the other such information and assistance as Closing. In case, at any time after the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings byClosing, any Governmental Authority under further action is necessary or desirable to carry out the HSR Act or any Non-U.S. Antitrust Lawpurposes of this Agreement, and each of the parties hereto shall use all reasonable best efforts to cause its respective officers, employees and agents to take all such action. (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.03(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other parties. Each party shall keep the other promptly others apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust LawsAcquisition. To the extent practicable practicable, and as permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in personPerson) with such Governmental Authority. (bc) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Company parties hereto agrees to cooperate and use its reasonable best efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any of its Subsidiaries shall pay party in order to avoid the entry of, or commit to pay to such person whose approval have vacated, lifted, reversed, terminated or consent is being solicited overturned any cash decree, judgment, injunction or other considerationorder (whether temporary, make any commitment preliminary or incur any liability due to such person permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Acquisition, including, without limitation, by vigorously pursuing all available avenues of administrative and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsjudicial appeal.

Further Action; Reasonable Best Efforts. (a) As Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, to effect all necessary registrations and filings, and to assist Parent and Merger Sub in obtaining the Financing. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file Notification and in any event no later than ten Report Forms under the HSR Act with the Federal Trade Commission (10the “FTC”) business days and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. Each of the Company and Parent shall use reasonable best efforts to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date hereofof filing. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover Law or similar Law becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on this Agreement, the Merger and the other transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any shareholder of the Company from any such Law. (d) Each of the parties hereto shall use its reasonable best efforts to prevent the entry of, and to cause to be discharged, vacated or terminated, any order, decree, ruling or injunction precluding, restraining, enjoining, delaying or prohibiting consummation of the Merger. Furthermore, if any Governmental Entity shall have issued any order, decree, ruling or injunction, or taken any other action, that would have the effect of restraining, enjoining or otherwise prohibiting, delaying or preventing the consummation of the transactions contemplated hereby, each of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authorityhave such order, each party hereto shall permit representatives of the decree, ruling or injunction or other party to participate in meetings (whether by telephone or in person) with such Governmental Authorityaction declared ineffective as soon as practicable. (be) Notwithstanding anything Without limiting the foregoing, the parties hereto agree to the contrary in this Agreement, in connection (i) give each other reasonable advance notice of all meetings with obtaining any approval or consent from any person with respect Governmental Entity relating to the Merger, (iii) give the other (or the other’s outside counsel) an opportunity to participate in each of such meetings, (iii) provide the other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) to or with a Governmental Entity relating to the Merger, and (iv) promptly provide each other with copies of all written communications to or from any Governmental Entity relating to the Merger. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.5(e) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the prior advance written consent of the party providing such materials. (f) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the Surviving Corporation shall take or cause to be taken all such necessary action. (g) Notwithstanding anything in this Agreement to the contrary, the parties hereto will, as promptly as reasonably practicable, use their reasonable best efforts to make all necessary filings and notifications and other submissions and applications with respect to this Agreement and the transactions contemplated hereby to the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-Xxxxxx Act. 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 any party hereto in connection with proceedings under or relating to the Exon-Xxxxxx Act. Such reasonable best efforts with respect to Parent (which shall not require Parent to agree, in a mitigation agreement for CFIUS approval or any other agreement with a U.S. Governmental Entity related to CFIUS approval, to terms and conditions which would, individually or in aggregate, reasonably be unreasonably withheld expected to (x) have a Material Adverse Effect on the Company or delayedParent or a material adverse effect on any of the following with regard to Parent’s business in the United States as conducted on the date hereof: its operations, condition (financial or otherwise), none properties, assets (tangible or intangible), liabilities or results of operations, (y) materially impair Parent’s control over the Company or Parent’s business in the United States as conducted on the date hereof, or (z) materially impair Parent’s ability to compete in the United States through the products and services offered or planned to be offered by the Company or Parent in the United States. (h) Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Merger Sub shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other conditions or restriction with respect to) any assets or operations of Parent, Merger Sub or any of their respective affiliates or of the Company or any of its Subsidiaries shall pay if such action would reasonably be expected to result, after giving effect to the receipt of any reasonably expected proceeds of any divestiture or commit to pay to such person whose approval sale of assets, in a Material Adverse Effect on the Company or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsParent.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and subject to the conditions set forth in any event no later than ten (10) business days after the date hereofthis Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) file any make an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be actions reasonably necessary, proper or advisable. Each advisable to cause the expiration or termination of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority applicable waiting periods under the HSR Act or any Non-U.S. Antitrust Lawother Competition Laws, and each of the parties shall keep the other comply with applicable Foreign Antitrust Laws, as promptly apprised of the content as practicable; and status of any communications with, and communications from, any Governmental Authority with respect (iii) subject to the Merger applicable Laws relating to access to and the Transactions. The parties shall seek early termination exchange of the waiting period under the HSR Act andinformation, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (A) cooperate with each other in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, and to the filings made under extent permitted by the HSR Act FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and the Applicable Non-U.S. Antitrust Lawsparticipate in such meetings and conferences. To the extent practicable and permitted by a Governmental AuthorityLaw, each party hereto Parent shall permit representatives of have the other party right to participate direct all matters relating to compliance with Competition Laws in meetings (whether by telephone or in person) connection with such Governmental Authorityany Transaction. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party under any Competition Laws challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any such proceeding, claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions; and (C) to resolve objections. (c) Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of no event shall Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries or Affiliates be obligated to, and the Company shall pay not, without Parent’s prior written consent, propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to pay take any action that would reasonably be expected to such person whose approval limit: (i) the freedom of action of Parent or consent is being solicited its Subsidiaries or Affiliates with respect to the operation of, or Parent’s ability to retain, the Company or any cash businesses, product lines or other considerationassets of the Company, make any commitment or incur any liability due to such person and (ii) no party Parent’s or its Subsidiaries’ or Affiliates’ ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or the Company or its Subsidiaries (any such event, a “Burdensome Condition”). (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall be required limit a party’s right to pay terminate this Agreement pursuant to Section 7.1(b)(i) or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that (ii) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. (e) The Company shall give not take any action that would result in any state takeover statute or similar Law becoming applicable to any of the Transactions. If any state takeover statute or similar Law becomes applicable to any of the Transactions, Parent, Merger Sub and the Company shall use reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. (f) For purposes hereof, “Competition Laws” means the HSR Act, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all other parties hereto applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the opportunity to make such paymentspurpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including any Foreign Antitrust Laws.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification other required submissions under the HSR Act with respect to the Transactions and Report Forms and related material required (ii) use its reasonable best efforts to take, or cause to be filed taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by it this Section 7.10 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of the Purchaser, Parent, Company or any of their respective subsidiaries, or (B) limits Parent's freedom of action with respect to, or its ability to retain, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses. Without limiting the foregoing, the Company, Parent and Purchaser shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect for additional information or documentation and respond as promptly as practicable to transactions contemplated hereby all inquiries and (ii) make all such requests received from any State Attorney General or other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request Authority in connection with antitrust matters. Concurrently with the preparation filing of any submissions to, or agency proceedings by, any Governmental Authority notifications under the HSR Act or any Non-U.S. Antitrust Lawas soon thereafter as practicable, the Company and Parent shall each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek request early termination of the waiting period under the HSR Act andwaiting-period. In addition, the Company, Parent and Purchaser agree to make as soon as practicable such other filings as may be necessary or required by any non-United States Governmental Authority. In case, at any time after the extent applicableEffective Time, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect further action is necessary or desirable to carry out the purposes of this Agreement, the Merger by the parties. Each proper officers and directors of each party to this Agreement shall use its their reasonable best efforts to obtain any and take all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authorityaction. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (and Parent shall procure the other Buyer Group Parties to) (i) file any Notification and Report Forms make promptly the Specified Filings and related material required to be filed by it submissions with the Federal Trade Commission and the Antitrust Division each relevant Governmental Authority with jurisdiction over enforcement of the United States Department of Justice under the HSR Act any applicable Laws with respect to transactions contemplated hereby the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions or otherwise relating to the consummation of the Transactions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority relating to the consummation of the Transactions, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry relating to the consummation of the Transactions); and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable on its part under this Agreement and applicable Laws or otherwise to consummate and make effective the Transactions as soon as reasonably practicable, including taking any and all clearances pursuant steps necessary to avoid or eliminate each and every impediment under any applicable Law that may be asserted by any Governmental Authority so as to enable the filings made under parties hereto to expeditiously consummate the HSR Act Transactions, including committing to and effecting, by consent decree, hold separate orders, or otherwise, the Applicable Non-U.S. Antitrust Laws. To restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided that the extent practicable and permitted by a Governmental AuthorityCompany shall not agree to any such hold separate, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone restructuring, reorganization, sale, divestiture or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) disposition without the prior written consent of Parent (which shall not to be unreasonably withheld withheld, conditioned or delayed); provided, further, that none of the Buyer Group Parties shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any action that would materially and adversely limit its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets unless any such action is subject to the consummation of the Merger. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, none of the Company, Parent or Merger Sub shall (and Parent shall procure the other Buyer Group Parties not to) make, or cause to be made, any filings or submissions with or to, or seek any approvals or authorizations from, any Governmental Authority (other than the Specified Filings) without the prior written consent of each party hereto. (b) Each party hereto shall (and Parent shall procure the other Buyer Group Parties to), upon request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3 or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, any other Buyer Group Party, the Company or any of their respective subsidiaries to any Third Party and/or any Governmental Authority in connection with the Transactions. (c) The Company shall use its Subsidiaries shall pay reasonable best efforts to take, or commit cause to pay be taken, all appropriate action, and to such person whose approval do, or consent is being solicited any cash cause to be done, at or other considerationprior to the Closing all things within its control which are necessary, make any commitment proper or incur any liability due advisable and which are reasonably requested by Parent to such person facilitate the continuing operations of business of the Group Companies from and (ii) no party or after the Closing, including using its Affiliates shall be required reasonable best efforts to pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationprovide operational data, make any commitment or to incur any liability; providedprovide bank account information of the Group Companies, however, that such party shall give locate the other parties hereto corporate chops and finance stamps of the opportunity to make such paymentsGroup Companies incorporated in the PRC and procure the satisfaction of the closing conditions set forth in Section 7.02.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts to (i) file take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Transactions, and (ii) obtain from Governmental Authorities and third parties any Notification and Report Forms and related material consents, licenses, permits, waivers, approvals, authorizations or orders required to be filed obtained by it Parent or the Company or any of their respective subsidiaries in connection with the Federal Trade Commission authorization, execution and delivery of this Agreement. (b) As soon as practicable after the Antitrust Division date of this Agreement, each of the United States Department of Justice under parties hereto agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement and (ii) make all such other filings to obtain supply as promptly as practicable to the consent and approval of any appropriate Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, additional information and in each case, shall promptly make any further filings pursuant thereto documentary material that may be necessary, proper or advisablerequested pursuant to the HSR Act. Each All filing fees on account of the parties filing pursuant to the HSR Act shall be paid by the Parent. (c) Subject to appropriate confidentiality protections, each of Parent and the Company shall have the right to review and approve in advance drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (a) and (b) above, which approval shall not be unreasonably withheld or delayed, shall cooperate with each other in connection with the making of all such filings, shall furnish to the other party such necessary information and assistance as such other party may reasonably request with respect to the foregoing and shall provide the other shall reasonably request party with copies of all filings made by such party with any applicable Government Authority, and, upon request, any other information supplied by such party to a Governmental Authority in connection with this Agreement and the preparation of any submissions to, Transactions. (d) Parent and Merger Sub agree to take whatever action as may be necessary or agency proceedings by, required by any Governmental Authority to resolve any objections asserted under the HSR Act or any Non-U.S. Antitrust Lawother applicable federal or state antitrust, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority competition or fair trade Laws with respect to the Transactions (including, without limitation, agreeing to hold separate or to divest any of the businesses, products or assets of Parent, Merger and Sub, the Company or any of their respective affiliates) or to avoid the entry of, or to effect the dissolution of, any non-appealable permanent injunction or other final judgment that has the effect of preventing the consummation of any of the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, Notwithstanding anything in this Agreement to the extent applicablecontrary, under no action taken by Parent or Merger Sub pursuant to this Section 6.05(d) shall entitle Parent to any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect diminution of the Merger Consideration, and the Company shall not be required to divest or hold separate any assets or businesses or otherwise take or commit to take any action that limits its freedom of action with respect to any of the Company’s direct or indirect assets or businesses. (e) Merger Sub, the Company, and Parent shall use their respective reasonable best efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) disclosed in the Company Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its reasonable best efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the partiesCompany and Parent and their respective businesses resulting, or which could reasonably be expected to result, after the Effective Time, from the failure to obtain such consent. Each party In addition, at the request of Parent, the Company shall use its reasonable best efforts to obtain assist Parent in obtaining (A) any and all clearances pursuant to the filings made estoppel certificates from any ground lessor under the HSR Act ground leases underlying the Leased Properties, and (B) customary “comfort” letters from any franchisors or licensors under any franchise or license agreements to which the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by Company or any Subsidiary is a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authorityparty. (bf) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person (other than a Governmental Authority) with respect to the MergerMerger or any other Transaction, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed)withheld, none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such person and (ii) no party none of Parent, Merger Sub or its Affiliates their respective affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the liability or other parties hereto the opportunity to make such paymentsobligation.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Subject to the terms and in any event no later than ten (10) business days after the date hereofconditions of this Agreement, each Party will 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 Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the parties foregoing, each Party hereto shall (i) file any agrees to make an appropriate filing of a Notification and Report Forms Form pursuant to the HSR Act and related to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby and thereby as promptly as reasonably practicable and to supply as promptly as reasonably practicable any additional information and documentary material required that may be requested pursuant to be filed by it with the Federal Trade Commission HSR Act or any other Antitrust Laws and to take all other reasonable actions necessary, proper or advisable to cause the Antitrust Division expiration or termination of the United States Department of Justice applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as reasonably practicable. Purchaser shall bear the sole responsibility for the fees associated with respect all filings under the HSR Act. (b) Subject to transactions contemplated hereby all applicable confidentiality requirements and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust applicable Laws, Purchaser, on the one hand, and in each caseSeller, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to on the other such information and assistance as the other shall reasonably request hand, shall, in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use its reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and each of the parties shall in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other promptly apprised Party informed of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the content Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and status of any communications communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, and communications fromthe FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other Party the opportunity to attend and participate in such meetings and conferences; provided, however, that no Party hereto shall be required to provide any other Party with copies of confidential documents or information included in its filings and submissions under the HSR Act, and provided, further, that a Party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the Parties. (c) Notwithstanding the covenants of the Parties contained elsewhere in this Section 5.6 or in Section 5.10, if any objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Purchaser and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party Company shall use its reasonable best commercial efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement; provided, in connection with obtaining any approval or consent from any person with respect to the Mergerhowever, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or that neither Purchaser nor any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay (i) divest, hold separate (including by trust or commit otherwise) or otherwise dispose of, sell, assign or transfer any of their respective businesses, assets, investments, securities or rights of any kind or nature or (ii) defend, contest or resist any action or proceeding or seek to pay to such person whose approval have vacated, lifted, reversed or consent is being solicited overturned any cash decree, judgment, injunction or other considerationorder, make any commitment whether temporary, preliminary or to incur any liability; provided, howeverpermanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 5.6.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required use its commercially reasonable best efforts to take, or cause to be filed by it with taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Federal Trade Commission and transactions contemplated hereby, including using its commercially reasonable best efforts to cooperate in the Antitrust Division consummation of the United States Department transactions contemplated hereunder, including without limitation the diligent pursuit of Justice under obtaining all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with REIT II and its Subsidiaries as are necessary for the HSR Act with respect to consummation of the transactions contemplated hereby and (ii) make to fulfill the conditions to the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such other filings action. (b) The parties hereto agree to obtain cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.05(a), including the consent preparation and approval making of any Governmental Authorities under any Applicable Nonfilings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-U.S. Antitrust Lawsfiling party and their advisors prior to filing, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each to the extent practicable and permissible under applicable Law neither of the parties shall furnish to the other will file any such information and assistance as the other shall reasonably request in connection document or have any communication with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under without prior consultation with the HSR Act or any Non-U.S. Antitrust Law, and each of the parties other party. Each party shall keep the other apprised reasonably promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Lawstransactions contemplated hereby. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) and calls with such Governmental Authority. (bc) Notwithstanding anything any other provision contained herein, REIT II shall, with respect to any U.S. federal tax filing relating to the contrary REIT status of REIT II that is filed by REIT II between the date hereof and Closing, give SSTI a reasonable opportunity to comment on such filing before it is filed with the IRS and shall accept any reasonable comments (the reasonableness of which shall be determined by REIT II in this Agreement, in connection with obtaining any approval or consent from any person its sole discretion) that are provided by SSTI with respect to the Merger, content of such filing. (id) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Company parties hereto agrees to cooperate and use its reasonable efforts to contest and resist any Action, including administrative or judicial Action, and to seek to have vacated, lifted, reversed or overturned any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder (whether temporary, make any commitment preliminary or incur any liability due to such person permanent) that is in effect and (ii) no party that restricts, prevents or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationprohibits consummation of the transactions contemplated hereby, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsincluding by pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will 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 Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and the Antitrust Laws of such other jurisdictions for which similar filings are required with respect to the transactions contemplated by this Agreement as practicable, and in any event no later than ten (10) business days promptly as practicable after the date hereofof this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such other Antitrust Laws and to take all other actions necessary, each proper or advisable to cause the expiration, termination or waiver of the parties hereto shall (i) file any Notification applicable waiting periods and Report Forms and related material required to be filed by it with achieve the Federal Trade Commission and the Antitrust Division of the United States Department of Justice necessary clearance decisions under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain applicable Antitrust Laws as soon as practicable. (b) Parent, on the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsone hand, and in each casethe Company, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to on the other such information and assistance as the other shall reasonably request hand, shall, in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 6.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), the European Commission, or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, European Commission or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ, the European Commission or other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, Council Regulation (EC) 139/2004, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or impeding or lessening of competition through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained in Sections 6.6(a) and status of (b), if any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ, the European Commission, or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or otherwise brought under any Antitrust Law that would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby, each of Parent, Acquisition Sub and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party Company shall use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, including in connection with obtaining order to resolve such objections or suits which, in any approval case if not resolved, could reasonably be expected to prohibit or consent from any person with respect to materially impair or delay the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none consummation of the Company transactions contemplated hereby, including selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its Subsidiaries shall pay or commit to pay to the conducting of its business in a manner which would resolve such person whose approval objections or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitysuits; provided, however, that no party shall be required to take any such actions to resolve any such objections or suits which actions, individually or in the aggregate, would have a Material Adverse Effect. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby beyond September 15, 2005. (d) Subject to the obligations under Section 6.6(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby each of Parent and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 6.6.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms --------------------------------------- and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, if any, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, if any, under the HSR Act Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to transactions contemplated hereby the Transactions and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain any all Permits, consents, approvals, authorizations, qualifications and all clearances pursuant orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the filings made under the HSR Act Offer and the Applicable Non-U.S. Antitrust LawsMerger; provided that neither Parent nor Merger Sub will be required by this Section 7.8 to (A) prohibit or limit the ownership or operation by the Company, Parent, Merger Sub or any of their Subsidiaries of any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub or any of their Subsidiaries or (B) divest any Shares which, in the case of each of clauses (A) and (B) of this Section 7.8(a), has an economic detriment to Parent or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. To If, at any time after the extent practicable Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and permitted by a Governmental Authority, directors of each party hereto to this Agreement shall permit representatives of the other party use their reasonable best efforts to participate in meetings (whether by telephone or in person) with take all such Governmental Authorityaction. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Company parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder (whether temporary, make any commitment preliminary or incur any liability due to such person permanent) that is in effect and (ii) no party that restricts, prevents or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other considerationprohibits consummation of the Transactions, make any commitment or to incur any liability; providedincluding, howeverwithout limitation, that such party shall give the other parties hereto the opportunity to make such paymentsby vigorously pursuing all available avenues of administrative and judicial appeal.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file if at any Notification and Report Forms and related material time required to be filed by it with between the Federal Trade Commission date hereof and the Antitrust Division of the United States Department of Justice Effective Time, promptly make its respective filings, and thereafter make any other required submissions, under the HSR Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to transactions contemplated hereby the REIT Merger and (ii) make use its reasonable best efforts to take, or cause to be taken, all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsappropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, all things necessary, proper or advisableadvisable under applicable Laws to consummate and make effective the REIT Merger, including, without limitation, using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiaries as are necessary for the consummation of the REIT Merger and to fulfill the conditions to the Closing. Each In case, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, each of 77 the parties hereto shall use all reasonable efforts to cause its respective officers, employees and agents to take all such action. (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.07(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable none of the parties shall furnish to the other will file any such information and assistance as the other shall reasonably request in connection document or have any communication with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under without prior consultation with the HSR Act or any Non-U.S. Antitrust Law, and each of the parties other parties. Each party shall keep the other promptly others apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust LawsREIT Merger. To the extent practicable practicable, and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (bc) Notwithstanding anything Each of the parties hereto agrees to cooperate and use its reasonable best efforts to defend through litigation on the contrary merits any Action, including administrative or judicial Action, asserted by any party in this Agreementorder to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in connection with obtaining any approval whole or consent from any person with respect to in part restricts, delays, prevents or prohibits consummation of the REIT Merger, (i) including, without the prior written consent limitation, by vigorously pursuing all available avenues of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person administrative and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsjudicial appeal.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Subject to the terms and in any event no later than ten (10) business days after the date hereofconditions of this Agreement, each Party will 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 Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the parties foregoing, each Party hereto shall (i) file any agrees to make an appropriate filing of a Notification and Report Forms Form pursuant to the HSR Act and related to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby and thereby as promptly as reasonably practicable and to supply as promptly as reasonably practicable any additional information and documentary material required that may be requested pursuant to be filed by it with the Federal Trade Commission HSR Act or any other Antitrust Laws and to take all other reasonable actions necessary, proper or advisable to cause the Antitrust Division expiration or termination of the United States Department of Justice applicable waiting periods under the HSR Act and any other applicable Antitrust Laws as soon as reasonably practicable. Purchaser shall bear the sole responsibility for the fees associated with respect all filings under the HSR Act. (b) Subject to transactions contemplated hereby all applicable confidentiality requirements and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust applicable Laws, Purchaser, on the one hand, and in each caseSeller, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to on the other such information and assistance as the other shall reasonably request hand, shall, in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 5.6(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use its reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and each of the parties shall in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other promptly apprised Party informed of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the content Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authority and status of any communications communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, and communications fromthe FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other Party the opportunity to attend and participate in such meetings and conferences; provided, however, that no Party hereto shall be required to provide any other Party with copies of confidential documents or information included in its filings and submissions under the HSR Act, and provided, further, that a Party hereto may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the Parties. (c) Notwithstanding the covenants of the Parties contained elsewhere in this Section 5.6 or in Section 5.10, if any objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Purchaser and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party Company shall use its reasonable best commercial efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement; provided, in connection with obtaining any approval or consent from any person with respect to the Mergerhowever, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or that neither Purchaser nor any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay (i) divest, hold separate (including by trust or commit otherwise) or otherwise dispose of, sell, assign or transfer any of their respective businesses, assets, investments, securities or rights of any kind or nature or (ii) defend, contest or resist any action or proceeding or seek to pay to such person whose approval have vacated, lifted, reversed or consent is being solicited overturned any cash decree, judgment, injunction or other considerationorder, make any commitment whether temporary, preliminary or to incur any liability; provided, howeverpermanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party's right to terminate this Agreement pursuant to Section 8.1(b) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 5.6.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will use commercially reasonable 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 Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, if and to the extent that the parties determine any such filings are required, as practicable, and in any event no later than ten (10) business days promptly as practicable after the date hereofof this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all other actions necessary, each proper or advisable to cause the expiration or termination of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice applicable waiting periods under the HSR Act with respect to transactions contemplated hereby and any other applicable Antitrust Laws as soon as practicable. (iib) make all such other filings to obtain Acquiror and the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust LawsCompany will, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or other Person or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. (c) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained in Sections 6.8(a) and status of (b), if any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Acquiror and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall Company will use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, including in connection with obtaining order to resolve such objections or suits which, in any approval case if not resolved, could reasonably be expected to prohibit or consent from any person with respect to materially impair or delay the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none consummation of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person transactions contemplated hereby and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitythereby; provided, however, that neither Acquiror nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits under any Antitrust Law delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of Acquiror and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) each of Acquiror and the Company will use its respective reasonable best efforts to defend, at its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1 (c) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 6.8.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, under the HSR Act with respect to transactions contemplated hereby the Transactions and (ii) make use its reasonable best efforts to take, or cause to be taken, all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsappropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, all things necessary, proper or advisable. Each advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for 37 30 the consummation of the parties shall furnish Transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) If any "fair price," "control share acquisition" or other similar anti-takeover statute or regulation or any applicable anti-takeover provision in the Company's Certificate of Incorporation or By-Laws is or may become applicable to the Company or the Transactions, each of Parent and the Company and its Board shall grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Transactions. (c) The Company hereby consents to the making by Parent or an Affiliate of Parent of tender offers (the "Debt Tenders") for the Company's outstanding 9-1/8% Senior Notes due 2001 and its 9-5/8% Senior Subordinated Notes due 2003 (the "Notes"). The Company agrees to reasonably assist Parent or such Affiliate in the timely completion of the Debt Tenders and, without limiting the generality of the foregoing, to promptly provide Parent or such Affiliate with all information and assistance documentation concerning the Company and the Notes as the other shall Parent or such Affiliate may reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each making of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental AuthorityDebt Tenders. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and subject to the conditions set forth in any event no later than ten (10) business days after the date hereofthis Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) file any make an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be actions reasonably necessary, proper or advisable. Each advisable to cause the expiration or termination of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority applicable waiting periods under the HSR Act or any Non-U.S. Antitrust Law, other Competition Laws as promptly as practicable; and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect (iii) subject to the Merger applicable Laws relating to access to and the Transactions. The parties shall seek early termination exchange of the waiting period under the HSR Act andinformation, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (A) cooperate with each other in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, and to the filings made under extent permitted by the HSR Act FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and the Applicable Non-U.S. Antitrust Lawsparticipate in such meetings and conferences. To the extent practicable and permitted by a Governmental AuthorityLaw, each party hereto Parent shall permit representatives of have the other party right to participate direct all matters relating to compliance with Competition Laws in meetings (whether by telephone or in person) connection with such Governmental Authorityany Transaction. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party under any Competition Laws challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any such proceeding, claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions; and (C) to resolve objections. (c) Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of no event shall Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries or Affiliates be obligated to, and the Company shall pay not, without Parent’s prior written consent, propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to pay take any action that would reasonably be expected to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and limit: (iii) no party the freedom of action of Parent or its Subsidiaries or Affiliates shall be required with respect to pay the operation of, or commit Parent’s ability to pay to such person whose approval retain, the Company or consent is being solicited any cash businesses, product lines or other considerationassets of the Company, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.or

Further Action; Reasonable Best Efforts. (a) As soon as practicable, On the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall, and shall cause their respective Representatives to, (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it submissions, with the Federal Trade Commission and the Antitrust Division each relevant Governmental Authority with jurisdiction over enforcement of the United States Department of Justice under the HSR Act any applicable antitrust or competition Laws with respect to transactions contemplated hereby the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including (A) obtaining consent (such consent not to be unreasonably withheld, conditioned or delayed) from the other parties promptly before making any substantive communication (whether verbal or written) with any Governmental Authority in connection with such filings or submissions, (B) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (C) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) make all such cooperate with the other filings parties hereto and, subject to obtain the consent Section 6.07(b) and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust LawsSection 6.07(c) use its reasonable best efforts, and in each casecause its Subsidiaries to use their respective reasonable best efforts, shall promptly make any further filings pursuant thereto that may to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable. Each advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including employing such resources as are necessary to obtain the Requisite Regulatory Approvals. (b) In furtherance and not in limitation of the covenants of the parties shall furnish contained herein and subject to the other such information and assistance as the other shall reasonably request in connection with the preparation of Section 6.07(c), if any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Transactions under any Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party Company shall use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this AgreementTransactions, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none include in the case of the Company if (and only if) requested in writing by Parent, the Company’s selling, holding separate or otherwise disposing of or conducting its or any of its Subsidiaries shall pay Subsidiaries’ business in a manner which would resolve such objections or commit suits or agreeing to pay to sell, hold separate or otherwise dispose of or conduct its or any of its Subsidiaries’ business in a manner which would resolve such person whose approval objections or consent is being solicited any cash suits or permitting the sale, holding separate or other considerationdisposition of, make any commitment of its assets or incur any liability due to the assets of its Subsidiaries or the conducting of its business in a manner which would resolve such person and (ii) no party objections or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitysuits; provided, however, that nothing herein shall require the Company or its Subsidiaries to take any action that is not contingent upon the occurrence of the Effective Time. (c) Each party hereto shall, upon request by any other party, furnish such other party shall give with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Schedule 13E-3, or any other parties hereto statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the opportunity Company or any of their respective Subsidiaries to make such paymentsany Third Party or any Governmental Authority in connection with the Transactions.

Further Action; Reasonable Best Efforts. (a) As Subject to the terms and conditions of this Agreement, each party will use to the fullest extent permitted by law 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 this Agreement and applicable laws and regulations to consummate the Merger and the other transactions contemplated by the Transaction Agreements as soon as practicable, and in any event no later than ten (10) business days practicable after the date hereof, each of the parties hereto shall including (i) file any Notification preparing and Report Forms filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and related material required other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be filed by it with obtained from any third party and/or any Governmental Entity in order to consummate the Federal Trade Commission and the Antitrust Division Merger or any of the United States Department of Justice under the HSR Act with respect to other transactions contemplated hereby by this Agreement (collectively, the “Required Approvals”) and (ii) make taking all reasonable steps as may be necessary to obtain all such other Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, as promptly as practicable all necessary filings with Governmental Entities relating to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust LawsMerger, and and, in each case, shall to supply as promptly make as practicable any further filings pursuant thereto additional information and documentary material that may be necessaryrequested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any applicable regulations and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable. Notwithstanding the foregoing, proper nothing in this Section 6.4 or advisablethe other provisions of this Agreement shall require, or be deemed to require, (x) Parent or any of its subsidiaries to agree to divest or hold separate any business or assets or to effect any such divestiture or action, (y) Parent or any of its subsidiaries to agree to any restrictions or conditions on the conduct of its or its subsidiaries’ businesses or (z) Parent to take any other action if doing so would, individually or in the aggregate, reasonably be expected have an adverse effect on the business, properties, assets, condition (financial or otherwise), prospects or results of operations (individually or in the aggregate with its subsidiaries) of Parent after the Merger. The Company shall not take or agree to take any action identified in clause (x), (y) or (z) of the immediately preceding sentence without the prior written consent Parent. (b) Each of Parent and the parties shall furnish to the other such information and assistance as the other shall reasonably request Company shall, in connection with the preparation of any submissions toefforts referenced in Section 6.4(a) to obtain all Required Approvals, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (i) cooperate in all respects with each other in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly inform the other party of any communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) consult with each other in advance to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone any meeting or in person) conference with any such Governmental Authority. (b) Notwithstanding anything to the contrary in this AgreementEntity or, in connection with obtaining any approval or consent from proceeding by a private party, with any person with respect other person, and to the Mergerextent permitted by such applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.4(a) and 6.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or materially delay the consummation of the Merger or the other transactions contemplated hereby, each of Parent and the Company shall to the fullest extent permitted by law, cooperate in all respects with each other and, subject to Section 6.4(a), seek to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or 8.1(d) so long as such party has up to then complied with its obligations under this Section 6.5. For purposes of this Agreement, “Regulatory Law” means the Xxxxxxx Act, as amended, the EC Merger Regulation, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed)mergers, none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash acquisitions or other considerationbusiness combinations, make any commitment or incur any liability due to such person and (ii) no party foreign investment or its Affiliates shall be required to pay (iii) actions having the purpose or commit to pay to such person whose approval effect of monopolization or consent is being solicited any cash restraint of trade or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentslessening of competition.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining the Financing. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall (i) use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file any Notification and Report Forms and related material required to be filed by it under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice under (the HSR Act with respect "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby by this Agreement and (ii) make all such other filings if any state takeover Law or similar Law becomes applicable to obtain this Agreement, the consent and approval of Merger or any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish other transactions contemplated by this Agreement, take all action necessary to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to ensure that the Merger and the Transactions. The parties shall seek early termination other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust such Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in on this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without Merger and the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitytransactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any shareholder of the Company from any such party Law. (d) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the Surviving Corporation shall give take or cause to be taken all such necessary action. (e) Each of the other parties hereto shall use reasonable best efforts to prevent the opportunity entry of, and to make such paymentscause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Merger. (f) Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Purchaser shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any of the respective businesses of Parent, Purchaser, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable after the date hereof, including but not limited to (i) file cooperation in the preparation and filing of the Form S-4, the Proxy Statement, and required filings under the HSR Act and any amendments to any thereof and (ii) using its reasonable best efforts to make all required regulatory filings and applications and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, to the extent it has not already done so, an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to the transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, as promptly as practicable and in each case, shall any event within ten business days of the date hereof and to supply as promptly make as practicable any further filings pursuant thereto additional information and documentary material that may be necessary, proper or advisable. Each of the parties shall furnish requested pursuant to the other such information HSR Act. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and assistance as the other shall reasonably request in connection with the preparation directors of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect party to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party this Agreement shall use its their reasonable best efforts to obtain take all such necessary action. In the event that a suit or objection is instituted by any and all clearances pursuant to the filings made under the HSR Act person or governmental authority challenging this Agreement and the Applicable Non-U.S. Antitrust Laws. To the extent practicable transactions contemplated hereby as violative of applicable competition and permitted by a Governmental Authorityantitrust laws, each party hereto of Parent and the Company shall permit representatives of use their reasonable best efforts to resist or resolve such suit or objection. Notwithstanding the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreementforegoing, in connection with obtaining any approval such objection or consent from any suit instituted by such person with respect to or governmental authority (including, but not limited to, the Merger, (i) without Federal Trade Commission or the prior written consent Antitrust Division of Parent (which shall not be unreasonably withheld or delayedthe Department of Justice), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates neither Parent nor Sub shall be required to pay provide any undertakings or commit agree to pay any condition that could reasonably be expected to such person whose approval (a) result in a substantial detriment to Parent's or consent is being solicited any cash the Company's business, financial condition, results of operations or other consideration, make any commitment prospects or to incur any liability; provided, however, that such party shall give (b) materially diminish the other parties hereto strategic or financial benefits of the opportunity to make such paymentstransactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required use its reasonable best efforts to take, or cause to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawstaken, appropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, such things as are necessary, proper or advisableadvisable under applicable Laws or otherwise, and each shall cooperate with the other, to consummate and make effective the Transactions, including using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries as set forth in Section 4.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Mergers. In case, at any time after the Final Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party shall use their reasonable best efforts to take all such action. Notwithstanding the foregoing, nothing herein (including Section 7.13) shall require the Company to incur any liability or expense (other than de minimis costs and expenses) or subject itself or its business to any imposition of any limitation on the ability to conduct its business or to own or exercise control of its assets or properties. (b) Each of the parties shall furnish hereto shall, to the extent permitted by applicable Law, keep each other reasonably apprised of the status of matters relating to the Transactions, including promptly notifying the other parties hereto of any material substantive communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other parties hereto to review in advance, and to the extent practicable consult about, any proposed substantive communication by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate in any substantive meeting, video or telephone conference, or other substantive communications with any Governmental Authority in respect of any filings, investigation or other inquiry unless it has given the other parties a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority, gives the other parties hereto or their outside counsel the opportunity to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement and to the extent permitted by applicable Law, the parties hereto will coordinate and reasonably cooperate with each other in exchanging such information and providing such assistance as the other shall parties hereto may reasonably request in connection with the preparation foregoing. Subject to the terms of the Non-Disclosure Agreement and to the extent permitted by applicable Law, the parties hereto will provide each other with copies of all material substantive correspondence, filings or communications, including any submissions todocuments, information and data contained therewith, between them or agency proceedings byany of their Representatives, on the one hand, and any Governmental Authority under the HSR Act or any Non-U.S. Antitrust LawAuthority, and each of the parties shall keep on the other promptly apprised of the content and status of any communications withhand, and communications from, any Governmental Authority with respect to the Merger this Agreement and the Transactions. The parties shall seek early termination of Notwithstanding the waiting period under the HSR Act andforegoing, materials required to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances be provided pursuant to the filings made under the HSR Act this Section 7.09(b) may be restricted to outside legal counsel and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, may be redacted (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed)as necessary to comply with contractual arrangements, none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit remove references to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such privileged information. No party shall give take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the other parties hereto consummation of the opportunity to make such paymentsTransactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the --------------------------------------- terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to take, or cause to be taken, all reasonably appropriate action, and to do or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the preparation and filing of the Proxy Statement, any required filings under the HSR Act, filings with the New York Superintendent or other state or foreign insurance commissions or regulations and any amendments to any thereof, (ii) using its reasonable best efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, (iii) taking all actions which may be reasonably necessary to prevent any Governmental Entity from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of any other action restraining, enjoining or otherwise prohibiting the Merger, including, without limitation, agreeing to effect such divestitures of assets or businesses of the Company or Parent, or agreeing to such limitations on the Company's or Parent's future operations, as may be necessary to forestall such order, decree, ruling or action, (iv) the Company and Parent each agreeing to take all actions which may be reasonably necessary to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order") that would delay, restrain, enjoin or otherwise prohibit ----- consummation of the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Merger or the other transactions contemplated by this Agreement, to use its reasonable best efforts to take promptly any and all clearances steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) reasonably necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof and (v) cooperation in connection with obtaining the opinions of special counsel described in Sections 6.2(c) and 6.3(c) including, without limitation, providing to special counsel, and, if required by counsel as necessary for purposes of such opinions, using reasonable efforts to cause each person who beneficially owns five percent or more of the outstanding shares of the Company Common Stock to provide to special counsel, such representation letters as are reasonably required by special counsel to enable them to render such opinions. Notwithstanding the foregoing, neither party shall be obligated to take any action pursuant to the filings made foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to have a Material Adverse Effect on such party and its subsidiaries, taken as a whole, or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger or (y) to impose on Parent or its subsidiaries or on the Company or its subsidiaries a requirement to dispose of any assets which individually or in the aggregate would be deemed to constitute a significant amount of assets, as the case may be, to Parent and its subsidiaries, taken as a whole, or to the Company and its subsidiaries, taken as a whole, under Instruction 4 of Item 2 of Form 8-K (any condition referred to in subsections (x) and (y) above, a "Material Condition"). In case ------------------ at any time after the HSR Act Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, directors of each party hereto to this Agreement shall permit representatives of the other party use their reasonable best efforts to participate in meetings (whether by telephone or in person) with take all such Governmental Authoritynecessary action. (b) Notwithstanding anything The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the contrary in this Agreementtransactions contemplated hereby, in connection including promptly furnishing the other with obtaining copies of notices or other communications received by Parent or the Company, as the case may be, or any approval or consent of their subsidiaries, from any person Governmental Entity with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company Merger or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the opportunity views of one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to make such paymentsthe HSR Act or any other antitrust law.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, under the HSR Act with respect to transactions contemplated hereby this Agreement and the Merger, if required, and (ii) make use its commercially reasonable efforts to take, or cause to be taken, all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsappropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, all things necessary, proper or advisableadvisable under applicable Laws to consummate and make effective the Merger, including using its commercially reasonable efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiaries as are necessary for the consummation of the Merger and the Contemplated Transactions and to fulfill the conditions to the Merger, including (x) consents set forth in Section 4.05(a) of the Disclosure Schedule, and (y) consents required to prevent, individually or in the aggregate, a Company Material Adverse Effect from occurring prior to the Effective Time. Each Any costs or expenses in connection with obtaining any consent referred to in the prior sentence shall be the responsibility of the Parent Parties, except for costs or expenses in connection with a consent referred to in clause (y), which shall be the responsibility of the Company. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to Section 7.07(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties shall furnish to the other will file any such information and assistance as the other shall reasonably request in connection document or have any communication with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under without prior consultation with the HSR Act or any Non-U.S. Antitrust Law, and each of the parties other party. Each party shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Contemplated Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) and calls with such Governmental Authority. (bc) Notwithstanding anything Each of the parties hereto agrees to cooperate and use its reasonable best efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (d) The Company Parties, at the expense of the Parent Parties (which shall be paid or reimbursed promptly upon request by the Company Parties), shall assist (i) with the defeasance by the Parent Parties of existing loans of the Company Parties (to the contrary extent defeasance is permitted thereunder), (ii) the Parent Parties in this Agreementthe assumption of any of loans of the Company Parties which are not subject to defeasance, in connection and (iii) with the assignment of permits and licenses and obtaining any approval or consent from any person estoppels with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none real property of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsParties.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will 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 Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate and timely filing of a Notification and Report Form pursuant to the HSR Act, to make additional required filings pursuant to any other Antitrust Law with respect to the transactions contemplated hereby as practicable, promptly as practicable (and in any event event, with respect to the HSR Act, no later than ten (10) business days Business Days after the date hereofof this Agreement), each to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Antitrust Law and to take all other actions necessary, proper or advisable to cause the expiration or termination of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice applicable waiting periods under the HSR Act with respect to transactions contemplated hereby and any other applicable Antitrust Laws as soon as practicable. (iib) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information Purchaser and assistance as the other shall reasonably request Seller shall, in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in SECTION 5.4(A) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other applicable Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign Governmental Authorities and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authorities or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authorities or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained in SECTION 5.4(A) and status of SECTION 5.4(B), if any communications with, and communications from, any Governmental Authority concerns or objections are asserted with respect to the Merger and transactions contemplated by this Agreement under any Antitrust Law or if any suit is threatened to be instituted by the Transactions. The parties shall seek early termination FTC, the DOJ or any other applicable Governmental Authorities or any private party challenging any of the waiting period under the HSR Act and, to the extent applicable, under transactions contemplated hereby as violative of any Applicable Non-U.S. Antitrust Law in or which a filing has been made in respect would otherwise reasonably be expected to prohibit, prevent or restrict or materially impair or materially delay the consummation of the Merger by the parties. Each party transactions contemplated hereby, Purchaser shall use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining the Financing. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall (i) use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file any Notification and Report Forms and related material required to be filed by it under the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice under (the HSR Act with respect “Antitrust Division”) and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby by this Agreement and (ii) make all such other filings if any state takeover Law or similar Law becomes applicable to obtain this Agreement, the consent and approval of Merger or any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish other transactions contemplated by this Agreement, take all action necessary to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to ensure that the Merger and the Transactions. The parties shall seek early termination other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust such Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in on this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without Merger and the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitytransactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any shareholder of the Company from any such party Law. (d) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the Surviving Corporation shall give take or cause to be taken all such necessary action. (e) Each of the other parties hereto shall use reasonable best efforts to prevent the opportunity entry of, and to make such paymentscause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Merger. (f) Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Purchaser shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any of the respective businesses of Parent, Purchaser, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and subject to the conditions set forth in any event no later than ten (10) business days after the date hereofthis Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) file any make an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by the HSR Act and take all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be actions reasonably necessary, proper or advisable. Each advisable to cause the expiration or termination of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority applicable waiting periods under the HSR Act or any Non-U.S. Antitrust LawAct, and each comply with applicable Foreign Antitrust Laws, as promptly as practicable; (iii) make an appropriate filing of a voluntary notification pursuant to the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority Exon-Fxxxxx Amendment with respect to the Merger Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Exon- Fxxxxx Amendment, and (iv) subject to applicable Laws relating to access to and the Transactions. The parties shall seek early termination exchange of the waiting period under the HSR Act andinformation, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (A) cooperate with each other in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry under or relating to the filings made under HSR Act; (B) keep the HSR Act other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Applicable Non-U.S. Antitrust Laws. To Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, and to the extent practicable permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and permitted participate in such meetings and conferences. In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental AuthorityAuthority or private party challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each party hereto of Parent, Merger Sub and the Company shall permit representatives cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any such proceeding, claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the other party Transactions; and (C) to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) resolve objections. Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of no event shall Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to pay take any action that would reasonably be expected to limit: (i) the freedom of action of Parent or its Subsidiaries or Affiliates with respect to the operation of, or Parent's ability to retain, the Company or any businesses, product lines or assets of the Company, or (ii) Parent's or its Subsidiaries' or Affiliates' ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or the Company or its Subsidiaries. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such person whose approval party has up to then complied in all material respects with its obligations under this Section 5.4. The Company shall (i) take all action necessary to ensure that no state takeover statute or consent similar Law is being solicited or becomes applicable to any cash or other consideration, make any commitment or incur any liability due to such person of the Transactions and (ii) no party if any state takeover statute or its Affiliates shall similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be required to pay or commit to pay to consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give Law on the other parties hereto the opportunity to make such paymentsTransactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Subject to the terms and in any event no later than ten (10) business days after the date hereofconditions of this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any take, or cause to be taken, all actions and to do, or cause to be done, all clearances things necessary, proper or advisable under applicable Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make other required filings made pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and the Applicable Non-U.S. any other applicable Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental AuthorityLaws as soon as practicable. (b) Notwithstanding anything to Each of Parent and Merger Sub, on the contrary in this Agreementone hand, and the Company, on the other hand, shall, in connection with obtaining the efforts referenced in Section 6.7(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any approval other Antitrust Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or consent from submission and in connection with any person investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. For purposes of this Agreement, “Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.7(a) and (b), if any objections are asserted with respect to the Mergertransactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, (i) without the prior written consent DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of Parent (which and the Company shall not be unreasonably withheld use its reasonable best efforts to resolve any such objections or delayed), none suits so as to permit consummation of the Company transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prohibit or materially impair or delay the consummation of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person the transactions contemplated hereby and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitythereby; provided, however, that Parent shall not be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.7(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of Parent and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) each of Parent and the Company shall use its respective reasonable best efforts to defend, at its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.7 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 6.7.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and subject to the conditions set forth in any event no later than ten (10) business days after the date hereofthis Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) file any make an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be actions reasonably necessary, proper or advisable. Each advisable to cause the expiration or termination of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority applicable waiting periods under the HSR Act or any Non-U.S. Antitrust Lawother Competition Laws, and each of the parties shall keep the other comply with applicable Foreign Antitrust Laws, as promptly apprised of the content as practicable; and status of any communications with, and communications from, any Governmental Authority with respect (iii) subject to the Merger applicable Laws relating to access to and the Transactions. The parties shall seek early termination exchange of the waiting period under the HSR Act andinformation, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (A) cooperate with each other 40 in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the filings made under other parties informed of any communication received by such party from, or given by such party to, the HSR Act Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, each party hereto shall permit representatives of and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other party parties the opportunity to attend and participate in such meetings (whether by telephone or in person) with such Governmental Authorityand conferences. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c): (i) in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any such proceeding, claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions; and (C) to resolve objections; and (ii) in order to resolve any proceeding, claim, suit, action or objection of the type referred to in clause "(i)" of this sentence and to otherwise obtain clearance under any Competition Law, Parent shall offer and agree to the disposition (and to any other action related thereto as may be reasonably required) of the Company NDT Business. (c) Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of no event shall Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to pay take any action that would reasonably be expected to limit: (i) the freedom of action of Parent or its Subsidiaries or Affiliates with respect to the operation of, or Parent's ability to retain, the Company or any businesses, product lines or assets of the Company other than the Company NDT Business, or (ii) Parent's or its Subsidiaries' or Affiliates' ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or, except with respect to the Company NDT Business, the Company or its Subsidiaries. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b)(i) so long as such person whose approval party has up to then complied in all material respects with its obligations under this Section 5.4. (e) The Company shall (i) take all action necessary to ensure that no state takeover statute or consent similar Law is being solicited or becomes applicable to any cash or other consideration, make any commitment or incur any liability due to such person of the Transactions and (ii) no party if any state takeover statute or its Affiliates shall similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be required consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. (f) For purposes hereof, "Competition Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Xxxxxxl Trade Commission Act, xx xxended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to pay prohibit, restrict or commit to pay to such person whose approval regulate actions having the purpose or consent is being solicited any cash effect of monopolization or other consideration, make any commitment restraint of trade or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentslessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. Subject to the terms and conditions of this Agreement, each party shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the obligations in Section 5.10, each party hereto agrees to (ai) As soon make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (ii) comply with the requirements of section 114 of the Competition Act or, if agreed to by each of the parties hereto, Purchaser may also, or in the alternative, submit a request for an advance ruling certificate pursuant to section 102 of the Competition Act, and (iii) make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable. With respect to the HSR Act and the Competition Act, and in any event such filings shall be made no later than ten (10) business days Business Days after the date hereofof this Agreement. Each party shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, each the Competition Act or any other Antitrust Laws and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the parties hereto shall applicable waiting periods under the HSR Act, the Competition Act and any other applicable Antitrust Laws as soon as reasonably practicable. Each of Parent and Purchaser, on the one hand, and Seller, on the other hand, shall, in connection with the efforts referenced in Section 5.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act, the Competition Act or any other Antitrust Law (i) file cooperate in all respects with each other in connection with any Notification filing or submission and Report Forms and related material required to be filed in connection with any investigation or other inquiry, including any proceeding initiated by it with a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission and (the "FTC"), the Antitrust Division of the United States Department of Justice under (the "DOJ") or any other U.S. or foreign Governmental Authority, including the Canadian Competition Bureau (the "Bureau") and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the Bureau or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ, the Bureau or such other applicable Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Competition Act with respect and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to transactions contemplated hereby prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. In furtherance and (ii) make all such other filings to obtain not in limitation of the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each covenants of the parties shall furnish to the other such information contained in Sections 5.3(a) and assistance as the other shall reasonably request in connection with the preparation of (b), if any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Merger and transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the Transactions. The parties shall seek early termination FTC, the DOJ, the Bureau or any other applicable Governmental Authority or any private party challenging any of the waiting period under transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent the HSR Act and, consummation of the transactions contemplated hereby due to the extent applicablefailure to satisfy the conditions in this Agreement, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect each of the Merger by the parties. Each party Parent, Purchaser and Seller shall use its reasonable best efforts to obtain resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. Parent and Purchaser further agree, in order to resolve such objections or suits which, in any case if not resolved, would reasonably be expected to prevent the consummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, to (i) sell, hold separate or otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (ii) agree to sell, hold separate or otherwise dispose of the assets to be acquired in this transaction in a manner which would resolve such objections or suits or (iii) permit the sale, holding separate or other disposition of the assets to be acquired in this transaction in a manner which would resolve such objections or suits, in each case so that the conditions set forth in this Agreement are timely satisfied. Subject to the obligations under Section 5.3(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging any transaction contemplated by this Agreement, or any other agreement contemplated hereby (i) each of Parent, Purchaser and Seller shall cooperate in all clearances respects with each other and use its respective best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) Parent and Purchaser must defend, at their cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.3 or Section 5.10 shall limit a party's right to terminate this Agreement pursuant to the filings made Section 10.1(b) so long as such party has up to then complied in all material respects with its obligations under this Section 5.3 or Section 5.10. The filing fees under any Antitrust Law, including the HSR Act and the Applicable Non-U.S. Antitrust LawsCompetition Act, shall be borne by the Purchaser. To Notwithstanding the extent foregoing, the Seller and Purchaser shall (and shall cause their respective Affiliates to) respond at their own cost as promptly as practicable to any inquiries received from the FTC or the DOJ for additional information or documentation (including a second request) and permitted by a to all inquiries and requests received from any other Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, Authority in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsAntitrust Law.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and subject to the conditions set forth in any event no later than ten (10) business days after the date hereofthis Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) file any make an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be actions reasonably necessary, proper or advisable. Each advisable to cause the expiration or termination of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority applicable waiting periods under the HSR Act or any Non-U.S. Antitrust Lawother Competition Laws, and each of the parties shall keep the other comply with applicable Foreign Antitrust Laws, as promptly apprised of the content as practicable; and status of any communications with, and communications from, any Governmental Authority with respect (iii) subject to the Merger applicable Laws relating to access to and the Transactions. The parties shall seek early termination exchange of the waiting period under the HSR Act andinformation, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (A) cooperate with each other in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, and to the filings made under extent permitted by the HSR Act FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and the Applicable Non-U.S. Antitrust Lawsparticipate in such meetings and conferences. To the extent practicable and permitted by a Governmental AuthorityLaw, each party hereto Parent shall permit representatives of have the other party right to participate direct all matters relating to compliance with Competition Laws in meetings (whether by telephone or in person) connection with such Governmental Authorityany Transaction. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party under any Competition Laws challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any such proceeding, claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions; and (C) to resolve objections. (c) Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of no event shall Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries or Affiliates be obligated to, and the Company shall pay not, without Parent’s prior written consent, propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to pay take any action that would reasonably be expected to such person whose approval limit: (i) the freedom of action of Parent or consent is being solicited its Subsidiaries or Affiliates with respect to the operation of, or Parent’s ability to retain, the Company or any cash businesses, product lines or other considerationassets of the Company, make any commitment or incur any liability due to such person and (ii) no party Parent’s or its Subsidiaries’ or Affiliates’ ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or the Company or its Subsidiaries (any such event, a “Burdensome Condition”). (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall be required limit a party’s right to pay terminate this Agreement pursuant to Section 7.1(b)(i) or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that (ii) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. (e) The Company shall give not take any action that would result in any state takeover statute or similar Law becoming applicable to any of the other parties hereto Transactions. If any state takeover statute or similar Law becomes applicable to any of the opportunity Transactions, Parent, Merger Sub and the Company shall use reasonable best efforts to make take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such paymentsLaw on the Transactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all necessary authorizations, consents and approvals, and to effect all necessary registrations and filings, and to assist Parent and Purchaser in obtaining any financing it may arrange in connection with the Merger. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will provide the other parties with copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each of Parent, Purchaser and the Company shall (i) use their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any applicable Law. Without limiting the foregoing, the Company and Parent shall, as soon as practicable, file any required Notification and Report Forms and related material required to be filed by it under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice under (the HSR Act with respect "Antitrust Division") and shall use reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation. (c) Each party shall (i) take all actions necessary to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby by this Agreement and (ii) make all such other filings if any state takeover Law or similar Law becomes applicable to obtain this Agreement, the consent and approval of Merger or any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish other transactions contemplated by this Agreement, take all action necessary to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to ensure that the Merger and the Transactions. The parties shall seek early termination other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust such Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in on this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without Merger and the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitytransactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Parent shall not be required to take any action to exempt any stockholder of the Company from any such party Law. (d) In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and/or directors of the Surviving Corporation shall give take or cause to be taken all such necessary action. (e) Each of the other parties hereto shall use reasonable best efforts to prevent the opportunity entry of, and to make such paymentscause to be discharged or vacated, any order or injunction of a Governmental Entity precluding, restraining, enjoining or prohibiting consummation of the Merger. (f) Notwithstanding the foregoing provisions of this Section 5.5, neither Parent nor Purchaser shall be required to accept, as a condition to obtaining any required approval or resolving any objection of any Governmental Entity, any requirement to divest or hold separate or in trust (or the imposition of any other condition or restriction with respect to) any of the respective businesses of Parent, Purchaser, the Company or any of their respective Subsidiaries, the Company Assets, the Parent Assets, the Company Real Property or the Parent Real Property.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it submissions, with the Federal Trade Commission and the Antitrust Division each relevant Governmental Authority with jurisdiction over enforcement of the United States Department of Justice under the HSR Act any applicable antitrust or competition Laws with respect to transactions contemplated hereby the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (1) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Authority in connection with such filings or submissions, (2) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (3) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry); and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions; provided, that the parties hereto understand and agree that the reasonable best efforts of any and all clearances pursuant party hereto shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ business, assets or properties; provided, further, that nothing herein shall require the Company or any Company Subsidiary to take any such action that is not contingent upon the Closing or that would be effective prior to the filings made under Effective Time. In furtherance of the HSR Act foregoing, the Company and Parent shall cooperate to mutually agree on the Applicable Non-U.S. Antitrust Laws. To strategy and process by which the parties will seek the requisite regulatory approvals and shall both participate, to the extent practicable practical, in all meetings and permitted by a communications with any Governmental Authority, each party hereto shall permit representatives including by determining the appropriate timing of any such meeting or communications (including the timing of the other party submission of any filing with, or the response to participate in meetings (whether by telephone any request by, a Governmental Authority or in person) with such Governmental Authorityany action to be taken pursuant to this Section 7.08(a)). (b) Notwithstanding anything to the contrary in this AgreementEach party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with obtaining the Proxy Statement, the Schedule 13E-3, or any approval other statement, filing, notice or consent from any person with respect to the Mergerapplication made by or on behalf of Parent, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed)Merger Sub, none of the Company or any of its Subsidiaries shall pay or commit their respective Affiliates to pay to such person whose approval or consent is being solicited any cash or other consideration, make third party and/or any commitment or incur any liability due to such person Governmental Authority in connection with the Merger and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentsTransactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, under the HSR Act and the EC Merger Regulation with respect to the transactions contemplated hereby by this Agreement and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and, in the case of the Sellers, entering into any voting trust or similar arrangements that may be required by applicable Laws to acquire the Purchaser Shares hereunder; PROVIDED that Purchaser will be not required by this Section 5.05 to take any action that will have a Material Adverse Effect on the Company or Purchaser, including, without limitation, entering into any consent decree, hold separate orders or other arrangements that would have a Material Adverse Effect on the Company or Purchaser. In case, at any time after the Closing Date, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, directors of each party hereto to this Agreement shall permit representatives of the other party use their reasonable best efforts to participate in meetings (whether by telephone or in person) with take all such Governmental Authorityaction. (b) Notwithstanding anything Each of the parties hereto agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any Action, including administrative or judicial Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the contrary in transactions contemplated by this Agreement, in connection with obtaining any approval or consent from any person with respect to the Mergerincluding, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (ic) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none Each of the Sellers agrees to use its reasonable best efforts to cause the Company or any of to comply with its Subsidiaries shall pay or commit obligations under the Merger Agreement, and Purchaser agrees to, and to pay to such person whose approval or consent is being solicited any cash or other considerationcause Merger Sub to, make any commitment or incur any liability due to such person and (ii) no party or comply with its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give obligations under the other parties hereto the opportunity to make such paymentsMerger Agreement.

Further Action; Reasonable Best Efforts. (a) As Parent shall, as soon as practicable, and in any event no later than ten (10) business days reasonably practicable after the date hereofof this Agreement, each of the parties hereto shall (i) file any Notification and Report Forms and related material required make or cause to be filed by it made promptly the filings, and thereafter make or cause to be made any other required submissions, with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act relevant Governmental Authority with respect to transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable NonPRC Anti-U.S. Antitrust Laws, and trust Approval. The Company shall fully cooperate with Parent in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other exchanging such information and providing such assistance as the other shall Parent and Merger Sub may reasonably request in connection with the preparation PRC Anti-trust Approval. The Company, on the one hand, and Parent, on the other hand, shall, (A) notify the other party(ies) promptly of any submissions to, communication (whether verbal or agency proceedings by, written) it or any of its Affiliates receives from any Governmental Authority under in connection with the HSR Act or any NonPRC Anti-U.S. Antitrust Lawtrust Approval, (B) permit the other parties to review in advance, and each consult with the other parties on, any proposed filing, submission or communication (redacting such party’s commercial or competitive sensitive information, whether verbal or written) by such party to any Governmental Authority, and (C) give the other party(ies) the opportunity to attend and participate at any meeting with any Governmental Authority in respect of any filing, investigation or other inquiry. On the terms and subject to the conditions of this Agreement, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall use their respective reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including employing such resources as are necessary to obtain the Requisite Approvals. (b) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained herein and status of subject to ‎Section 6.08‎(c), if any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Transactions under any Law or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the Transactions as violating any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party Company shall use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether by telephone or in person) with such Governmental AuthorityTransactions. (bc) Notwithstanding anything Parent shall use its best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the contrary in this AgreementTransactions, in connection with obtaining any approval or consent from any person with respect to the Mergerincluding, without limitation, (i) without employing such resources as are necessary or desirable to obtain the prior written PRC Anti-trust Approval and (ii) taking any and all steps necessary to avoid or eliminate each and every impediment under the Anti-Monopoly Law of the PRC and any other applicable Law, that may be asserted by any Governmental Authority so as to enable the parties hereto to expeditiously consummate the Transactions, including, committing to and effecting, following the Closing, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of Parent such of its assets, properties or businesses. (which shall not d) Each party hereto shall, upon reasonable request by any other parties, furnish such other parties with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be unreasonably withheld reasonably necessary or delayed)advisable in connection with the Proxy Statement, none the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of its their respective Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and Governmental Authority (iiif any) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give in connection with the other parties hereto the opportunity to make such paymentsTransactions.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and subject to the conditions set forth in any event no later than ten (10) business days after the date hereofthis Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) file any make an appropriate filing of a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be actions reasonably necessary, proper or advisable. Each advisable to cause the expiration or termination of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority applicable waiting periods under the HSR Act or any Non-U.S. Antitrust Lawother Competition Laws, and each of the parties shall keep the other comply with applicable Foreign Antitrust Laws, as promptly apprised of the content as practicable; and status of any communications with, and communications from, any Governmental Authority with respect (iii) subject to the Merger applicable Laws relating to access to and the Transactions. The parties shall seek early termination exchange of the waiting period under the HSR Act andinformation, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (A) cooperate with each other in connection with any filing or submission and all clearances pursuant in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the filings made under other parties informed of any communication received by such party from, or given by such party to, the HSR Act Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted of any communication received or given in connection with any proceeding by a private party under any Competition Laws, in each case regarding any of the Transactions; and (C) permit the other parties hereto to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority, each party hereto shall permit representatives of and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other party parties the opportunity to attend and participate in such meetings (whether by telephone or in person) with such Governmental Authorityand conferences. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), but subject to Section 5.4(c), in the event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party under any Competition Laws challenging any of the Transactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, contest and resist any such proceeding, claim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Transactions; and (C) to resolve objections. (c) Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of no event shall Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to pay take any action that would reasonably be expected to such person whose approval limit: (i) the freedom of action of Parent or consent is being solicited its Subsidiaries or Affiliates with respect to the operation of, or Parent's ability to retain, the Company or any cash businesses, product lines or other considerationassets of the Company, make any commitment or incur any liability due to such person and (ii) no party Parent's or its Subsidiaries' or Affiliates' ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of its Subsidiaries or Affiliates, or alter or restrict in any way the business or commercial practices of Parent or its Subsidiaries or Affiliates or the Company or its Subsidiaries. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall be required limit a party's right to pay terminate this Agreement pursuant to Section 7.1(b)(i) or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that (ii) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. (e) The Company shall give not take any action that would result in any state takeover statute or similar Law becoming applicable to any of the Transactions. If any state takeover statute or similar Law becomes applicable to any of the Transactions, Parent, Merger Sub and the Company shall use reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. (f) The Company has initiated a process to be in compliance with Section 404 of the SOxA and shall continue in good faith its current efforts with respect thereto. (g) For purposes hereof, "Competition Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, thx Xxxxxal Trade Commission Acx, xx xmended, and all other parties hereto applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the opportunity to make such paymentspurpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will 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 and regulations to consummate the transactions contemplated by this Agreement as promptly as practicable, . In furtherance and not in any event no later than ten (10) business days after limitation of the date hereofforegoing, each party hereto agrees to make an appropriate filing of the parties hereto shall (i) file any a Notification and Report Forms and related material required Form pursuant to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and (ii) make all such other filings to obtain the consent supply as promptly as practicable any additional information and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto documentary material that may be requested pursuant to the HSR Act, to make any additional filings required by any applicable Antitrust Law, and to take all other actions reasonably necessary, proper or advisableadvisable to cause the expiration or termination of the applicable waiting periods under the approval of the Merger pursuant to the HSR Act or other Antitrust Laws as soon as practicable. Each of Parent and the parties shall furnish Company (to the other such information extent directed by Parent) shall as promptly as practicable comply with the Foreign Antitrust Laws. (b) Each of Parent, Merger Sub and assistance as the other shall reasonably request Company shall, in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain (i) cooperate in all respects with each other in connection with any filing or submission and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted in connection with any investigation or other inquiry, including any proceeding initiated by a private party (including sharing copies of any such filings or submissions reasonably in advance of the filing or submission thereof); (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other U.S. or foreign governmental authority ("Governmental Authority") and of any communication received or given in connection with any proceeding by a private party, in each party hereto shall case regarding any of the transactions contemplated hereby; and (iii) permit representatives each of the other party parties hereto to participate review in meetings (whether advance any communication intended to be given by telephone it to, and consult with the other parties in advance of any meeting or in person) with conference with, the FTC, the DOJ or any such other Governmental Authority. (b) Notwithstanding anything to the contrary in this AgreementAuthority or, in connection with obtaining any approval or consent from proceeding by a private party, with any person with respect other person, and to the Mergerextent permitted by the FTC, (i) without the prior written consent of Parent (which shall not be unreasonably withheld DOJ or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash other applicable Governmental Authority or other considerationperson, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make attend and participate in such paymentsmeetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Acx, xxx Federal Trade Commissixx Xxx, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date hereofconditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger, including using its reasonable best efforts to obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company as are necessary for the consummation of the Merger and to fulfill the conditions to the Merger. (b) Each party shall, subject to applicable Law and except as prohibited by any applicable representative of any applicable Governmental Authority: (i) file promptly notify the other parties of any Notification and Report Forms and related material required written communication to be filed by it with that party from the Federal Trade Commission and FTC, the Antitrust Division of the United States Department of Justice under Justice, any State Attorney General or any other Governmental Authority, including regulatory authorities, and permit the HSR Act other parties to review in advance (and to consider any comments made by the other parties in relation to) any proposed written communication to any of the foregoing, (ii) not participate in or agree to participate in any substantive meeting or discussion with any Governmental Authority in respect to of any filings, investigation or inquiry concerning this Agreement, the Merger or the other transactions contemplated hereby and (ii) make all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Laws, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to unless it consults with the other such information and assistance as the other shall reasonably request parties in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act advance and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a such Governmental Authority, each party hereto shall permit representatives of gives the other party parties the opportunity to participate in meetings attend and (whether by telephone or in personiii) furnish the other parties with such copies of all correspondence, filings and written communications (and memoranda setting forth the substance thereof) between it and its affiliates and its respective Representatives on the one hand, and any Governmental Authority. (b) Notwithstanding anything , including any regulatory authority, or members of their respective staffs on the other hand, with respect to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person Merger and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such paymentstransactions contemplated hereby.

Further Action; Reasonable Best Efforts. (a) As soon as practicable, Upon the terms and in any event no later than ten (10) business days after subject to the date conditions hereof, each of the parties hereto shall (i) file make promptly its respective filings, and thereafter make any Notification and Report Forms and related material other required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice submissions, under the HSR Act with respect to transactions contemplated hereby the Transactions and (ii) make use its reasonable best efforts to take, or cause to be taken, all such other filings to obtain the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust Lawsappropriate action, and in each caseto do, shall promptly make any further filings pursuant thereto that may or cause to be done, all things necessary, proper or advisable. Each advisable under applicable laws and regulations to consummate and make effective the Transactions, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the parties shall furnish Transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. (b) If any "fair price," "control share acquisition" or other similar anti-takeover statute or regulation or any applicable anti-takeover provision in the Company's Certificate of Incorporation or By-Laws is or may become applicable to the Company or the Transactions, each of Parent and the Company and its Board shall grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Transactions. (c) The Company hereby consents to the making by Parent or an Affiliate of Parent of tender offers (the "Debt Tenders") for the Company's outstanding 9-1/8% Senior Notes due 2001 and its 9-5/8% Senior Subordinated Notes due 2003 (the "Notes"). The Company agrees to reasonably assist Parent or such Affiliate in the timely completion of the Debt Tenders and, without limiting the generality of the foregoing, to promptly provide Parent or such Affiliate with all information and assistance documentation concerning the Company and the Notes as the other shall Parent or such Affiliate may reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority under the HSR Act or any Non-U.S. Antitrust Law, and each making of the parties shall keep the other promptly apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the Merger and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall use its reasonable best efforts to obtain any and all clearances pursuant to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental AuthorityDebt Tenders. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any person with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability; provided, however, that such party shall give the other parties hereto the opportunity to make such payments.

Further Action; Reasonable Best Efforts. (a) As soon Subject to the terms and conditions of this Agreement, each party will use commercially reasonable 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 Law or applicable agreement to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to the HSR Act and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement as practicable, and in any event no later than ten (10) business days promptly as practicable after the date hereofof this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws and to take all other actions necessary, each proper or advisable to cause the expiration or termination of the parties hereto shall (i) file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice applicable waiting periods under the HSR Act with respect to transactions contemplated hereby and any other applicable Antitrust Laws as soon as practicable. (iib) make all such other filings to obtain ANM and the consent and approval of any Governmental Authorities under any Applicable Non-U.S. Antitrust LawsCompany will, and in each case, shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of the parties shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority efforts referenced in Section 6.8(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any Non-U.S. other Antitrust Law, use commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and thereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or other Person or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences in accordance with Antitrust Law. (c) In furtherance and not in limitation of the covenants of the parties shall keep the other promptly apprised of the content contained in Sections 6.8(a) and status of (b), if any communications with, and communications from, any Governmental Authority objections are asserted with respect to the Merger transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby and thereby as violative of any Antitrust Law or which would otherwise prohibit or materially impair or materially delay the consummation of the transactions contemplated hereby and thereby, each of ANM and the Transactions. The parties shall seek early termination of the waiting period under the HSR Act and, to the extent applicable, under any Applicable Non-U.S. Antitrust Law in which a filing has been made in respect of the Merger by the parties. Each party shall Company will use its reasonable best efforts to obtain resolve any and all clearances pursuant such objections or suits so as to the filings made under the HSR Act and the Applicable Non-U.S. Antitrust Laws. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives consummation of the other party to participate in meetings (whether transactions contemplated by telephone or in person) with such Governmental Authority. (b) Notwithstanding anything to the contrary in this Agreement, including in connection with obtaining order to resolve such objections or suits which, in any approval case if not resolved, could reasonably be expected to prohibit or consent from any person with respect to materially impair or delay the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), none consummation of the Company or any of its Subsidiaries shall pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability due to such person transactions contemplated hereby and (ii) no party or its Affiliates shall be required to pay or commit to pay to such person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liabilitythereby; provided, however, that neither ANM nor any of its shareholders or Affiliates will be obligated to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or agree to sell, hold separate or otherwise dispose of or conduct its business. Without excluding other possibilities, the transactions contemplated by this Agreement will be deemed to be materially delayed if unresolved objections or suits delay or could reasonably be expected to delay the consummation of the transactions contemplated hereby and thereby beyond the Termination Date. (d) Subject to the obligations under Section 6.8(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging any transaction contemplated by this Agreement or any other agreement contemplated hereby, (i) each of ANM and the Company will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) each of ANM and the Company will use its respective reasonable best efforts to defend, at its own cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 will limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party shall give the other parties hereto the opportunity has up to make such paymentsthen complied in all material respects with its obligations under this Section 6.8.