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

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (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 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 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. 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.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required reasonable submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law Act with respect to the Transactions and (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 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 nor Merger Sub will be required by this Section 7.8 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) prohibit or limit requires the ownership or operation by divestiture of any assets of any of the CompanyPurchaser, Parent, Merger Sub Company 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 respective subsidiaries or (B) divest any Shares whichlimits Parent's freedom of action with respect to, in the case of each of clauses (A) and (B) of this Section 7.8(a)or its ability to retain, has an economic detriment to Parent or the Company that is material in relation to the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses; provided, further, that the Company shall be required to use its reasonable best efforts to obtain Permits, consents, approvals, authorizations, qualifications and orders only of such Governmental Authorities and parties to contracts with the Company and the Subsidiaries taken that are requested by Parent and/or Purchaser. 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 for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-period. The Purchaser and the Company shall as soon as reasonably practicable after the date of this Agreement jointly give notice of the Transactions promptly to the Chairman of the Committee on Foreign Investment in the United States ("CFIUS") pursuant to the Exon-Florxx Xxxvision, and each of the parties hereto shall make such additional filings and submissions and take such other actions as may be reasonably necessary 40 36 under the Exon-Florxx Xxxvision in respect of the Transactions. The Company agrees that Parent shall have the sole discretion with respect to a wholedecision as to whether or not to withdraw the filings or notifications made by the parties under the Exon-Florxx Xxxvision. IfIn 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 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.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to conditions herein provided, as promptly as practicable, the conditions hereofCompany, each of the parties hereto Parent and Purchaser shall (i) make promptly its respective filings, if any, all filings and thereafter make any other required submissions, if any, submissions under the HSR ActAct and under the Antitrust Laws of the jurisdictions listed in Section 5.05(b) of the Company Disclosure Schedule, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to cooperate with each other in (A) determining which other filings are required or advisable to be made prior to the Acceptance Time and the Merger Effective Time with, and which material consents, approvals, permits, notices or authorizations are required or advisable to be obtained prior to the Acceptance Time and the Merger Effective Time from, Governmental Authorities in connection with the execution and delivery of this Agreement and related agreements and consummation of the transactions contemplated hereby and thereby and (B) timely making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, and (iii) use reasonable best efforts to take, or cause to be taken, all appropriate action, other actions and to do, or cause to be done, all other things necessary, proper necessary or advisable under applicable Laws and regulations appropriate to consummate and make effective the Transactionstransactions contemplated hereby as soon as practicable. For purposes of this Section 8.06, 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 Parent nor Merger Sub will be required by this Section 7.8 to efforts” shall include (A) prohibit executing settlements, undertakings, consent decrees, stipulations or other agreements, (B) selling, divesting, holding separate or otherwise conveying any particular assets or categories of assets or businesses of Parent, (C) agreeing to sell, divest, hold separate or otherwise convey any particular assets or categories of assets or businesses of the Company contemporaneously with or subsequent to the Closing, and (D) otherwise taking or committing to take actions that after the Closing Date would limit the ownership freedom of action of Parent or operation by its subsidiaries (including the Surviving Corporation) with respect to, or its or their ability to retain, one or more of its or their businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the Closing. In connection with the foregoing, the Company, on the one hand, will provide Parent, Merger Sub or any of their Subsidiaries of any business or assets of and Parent, on the other hand, will provide the Company, Parentpromptly with copies of material correspondence, Merger Sub filings 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 communications (B) divest any Shares whichand, in the case of each oral communications, oral summaries or memoranda setting forth the substance thereof) between such party or any of clauses (A) its representatives, on the one hand, and (B) any Governmental Authority or members of this Section 7.8(a)their respective staffs, has an economic detriment to Parent or on the Company that is material in relation to the Company and its Subsidiaries taken as a whole. Ifother hand, 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 with respect to this Agreement shall use their and the transactions contemplated hereby and will give the other party and its counsel a reasonable best efforts opportunity to take all review and comment on any response or other communication formulated in connection with such actioncorrespondence, filings or communications prior to delivery thereof to any such Governmental Authority.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its all reasonable best efforts to take, or cause its Subsidiaries and Representatives to be takentake, all appropriate actionactions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable Laws and regulations to consummate and make effective effective, in a timely manner, the Arrangement and the Transactions, including, without limitation, including (i) the seeking of all necessary Regulatory Approvals and using its all reasonable best efforts to obtain any Regulatory Approval as soon as practicable and as required and within the timeframes set forth under applicable Laws, (ii) seeking all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and approvals or waivers from third parties to contracts in connection with the Transactions, including those of which the failure to obtain would result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and delivery of the covenants and agreements related to obligations of the Company and to be specifically assumed at the Subsidiaries Effective Time as are necessary for set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fulfill the conditions to the Offer and the Merger; 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. If, at any time after the Effective Time, any further action is necessary or desirable to fully carry out the purposes of this AgreementAgreement and the Plan of Arrangement. In addition to, and not in limitation of the proper officers and directors of each party to this Agreement shall use their reasonable best efforts foregoing, (x) the Parties agree to take all such actionsteps to and to incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity vacated or reversed, and (y) Parent and Acquisition Sub agree to take all steps necessary to make or enter into any necessary divestitures, licenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or the operations or business units of the Company, or those of any of their Subsidiaries or Affiliates, and agree to any other restrictions, as may be required in order to obtain any Regulatory Approval as soon as possible, and in any event prior to the Outside Date, without any set-off or reduction or adjustment in the Purchase Price or to obtain the approval of any other Governmental Entity that may be required following the Effective Time.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect agrees to the Transactions and (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 and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner reasonably practicable, includingthe transactions contemplated by this Agreement. Without limiting the foregoing, without limitationeach of the Company, using Parent and Merger Sub shall make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, in all cases, as promptly as reasonably practicable after the date of this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement and to file other required filings pursuant to other Antitrust Laws within 45 calendar days after the date of this Agreement and that if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the Company, Parent and Merger Sub shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Laws with respect to which a filing has been made and use its reasonable best efforts to obtain take or cause to be taken all Permitsactions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of Governmental Authorities and state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts or instruments material to the Company’s or its Subsidiaries’ business in connection 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 Parent nor Merger Sub will be required transactions contemplated 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) Agreement and (B) of this Section 7.8(a)in promptly making any such filings, has an economic detriment furnishing information required in connection therewith and seeking to Parent obtain timely any such consents, permits, authorizations, approvals or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. 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 actionwaivers.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within 10 business days of the date hereof) its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation Act or any other applicable foreign antitrust law foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions Merger and (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 and regulations to consummate and make effective the TransactionsMerger, including, without limitation, using its reasonable best efforts to promptly obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities (including the approval of the California Department of Insurance and the Illinois Department of Insurance (collectively, the “Form A Approvals”) and approval or non-disapproval within the statutory waiting period of any Form E pre-acquisition notification filings that are required by applicable Law (collectively, the “Form E Approvals”)) and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer and Merger. Notwithstanding the Merger; 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 Companyforegoing, Parent, Merger Sub or any of their Subsidiaries of any business or assets each of the Companyparties shall use reasonable best efforts to promptly obtain all consents, Parentapprovals and authorizations necessary with respect to any Leased Real Property. Parent shall use its reasonable best efforts to file or submit applications for the Form A Approvals no later than September 14, Merger Sub or 2012 and all notification filings required for the Form E Approvals within 20 business days after the date hereof and to respond promptly to any of their Subsidiaries or compel the Company, Parent, Merger Sub or request by any of their Subsidiaries, as a result of the Transactions, to dispose of or to hold separate Governmental Authority for 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) additional information and (B) of this Section 7.8(a), has an economic detriment to Parent or the Company that is documentary material in relation to connection therewith. Parent shall give the Company and its Subsidiaries taken counsel a reasonable opportunity, if practicable, to review and comment on any non-confidential filings or submittals made in connection with the Form A Approvals and the Form E Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Each of Parent and the Company shall promptly forward to the other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Transactions. Each of Parent and the Company agrees to defend in good faith against any actions, suits or proceedings in which either party or its subsidiaries is named as a wholedefendant which seeks to enjoin, restrain or prohibit the Transactions. IfIn 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. Subject to Section 6.04 and the termination rights provided in Article VIII, none of the Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to take any action that is intended to, or that would reasonably be likely to, materially delay or prevent the consummation of the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement as soon as practicable after the date hereof, includingincluding but not limited to (i) cooperation in the preparation and filing of the Form S-4, without limitationthe 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 Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill the conditions to the Offer Merger. In furtherance and the Merger; 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 not in limitation of the Companyforegoing, Parenteach party hereto agrees to make, Merger Sub or to the extent it has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any of their Subsidiaries or compel the Company, Parent, Merger Sub or any of their Subsidiaries, as a result event within five business days of the Transactions, date hereof and to dispose of or to hold separate supply as promptly as practicable 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) additional information and (B) of this Section 7.8(a), has an economic detriment to Parent or the Company documentary material that is material in relation may be requested pursuant to the Company and its Subsidiaries taken as a wholeHSR Act. If, In case at any time after the Effective Time, 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 necessary action. In the event that a suit or objection is instituted by any person or governmental authority challenging this Agreement and the transactions contemplated hereby as violative of applicable competition and antitrust laws, each of Parent and the Company shall use their reasonable best efforts to resist or resolve such suit or objection. Notwithstanding the foregoing, in connection with any such objection or suit instituted by such person or governmental authority (including, but not limited to, the Federal Trade Commission or the Antitrust Division of the Department of Justice), neither Parent nor Sub shall be required to provide any undertakings or agree to any condition that could reasonably be expected to result in a substantial detriment to Parent's or the Company's business or results of operations (a "SUBSTANTIAL DETRIMENT").

Further Action; Reasonable Best Efforts. (a) Upon Section 6.5.1 Subject to the terms and subject to the conditions hereofof this Agreement, including Section 6.4, each of the parties hereto Party shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions, 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 Laws and regulations to consummate and make effective the TransactionsMerger and the other transactions contemplated hereby, including, without limitation, including using its reasonable best efforts to accomplish the following: (a) preparing and filing as soon as practicable (but in no event later than 10 Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act) 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 the taking of such actions as are reasonably necessary to obtain all Permitsany requisite approvals, consents, approvalsOrders, authorizationsexemptions or waivers by, qualifications and orders of or to avoid an action or proceeding by, a Governmental Authorities and parties Entity relating to contracts antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the Company United States Federal Trade Commission (“FTC”) and with the Subsidiaries Antitrust Division of the United States Department of Justice (“Antitrust Division”) and (ii) preparing and filing, as are soon as practicable, any form or report required by any other Governmental Entity relating to any Regulatory Approval, (b) taking all actions necessary for to cause all conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial 30 day waiting period thereunder)) to be satisfied as soon as practicable, (c) defending any lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of Merger and the Transactions other transactions contemplated hereby and (d) executing and delivering any additional instruments necessary to consummate the Merger and to fulfill the conditions to the Offer and the Merger; 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. If, at any time after the Effective Time, any further action is necessary or desirable to fully 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.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto party shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, actions and to do, or cause to be done, all things necessary, proper or advisable under applicable 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 (i) 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, such filings shall be made no later than ten Business Days after the date of 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, the Competition Act or any other Antitrust Laws and regulations take all other actions reasonably necessary, proper or advisable to consummate cause the expiration or termination of the applicable waiting periods under the HSR Act, the Competition Act and make effective any other applicable Antitrust Laws as soon as reasonably practicable. Each of Parent and Purchaser, on the Transactionsone hand, includingand Seller, without limitationon the other hand, using 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) 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 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 Department of Justice (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 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 furtherance and not in limitation of the covenants of the parties contained in Sections 5.3(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ, the Bureau or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent the consummation of the transactions contemplated hereby due to the failure to satisfy the conditions in this Agreement, each of Parent, Purchaser and Seller shall use its reasonable best efforts to obtain all Permitsresolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement. Parent and Purchaser further agree, consentsin order to resolve such objections or suits which, approvalsin any case if not resolved, authorizations, qualifications and orders of Governmental Authorities and parties would reasonably be expected to contracts with the Company and the Subsidiaries as are necessary for prevent the consummation of the Transactions and transactions contemplated hereby due to fulfill 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 Offer and the Merger; provided that neither Parent nor Merger Sub will be required by this obligations under 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 which5.3(c), in the case of 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 clauses (A) Parent, Purchaser and Seller shall cooperate in all 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 (Bii) 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. IfPurchaser must defend, at any time after the Effective Timetheir cost and expense, any further action is necessary or desirable to carry out actions, whether judicial or administrative, in connection with the purposes transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, the proper officers and directors of each party nothing in this Section 5.3 or Section 5.10 shall limit a party's right to terminate this Agreement pursuant to 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 Competition Act, shall use be borne by the Purchaser. Notwithstanding the foregoing, the Seller and Purchaser shall (and shall cause their reasonable best efforts respective Affiliates to) respond at their own cost as promptly as practicable to take any inquiries received from the FTC or the DOJ for additional information or documentation (including a second request) and to all such actioninquiries and requests received from any other Governmental Authority in connection with any Antitrust Law.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, do or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, including: cooperation in the preparation and filing of the Offer Documents and the Directors' Circular and any required filings under the Competition Act, without limitation, using its reasonable best efforts and any amendments to any such filings; and to diligently make all required regulatory filings and applications and to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company Corporation and the Subsidiaries its subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and to fulfill fulfil the conditions to the Offer. PUBLIC ANNOUNCEMENTS - Prior to any announcement of a Transaction Proposal, the Purchaser and the Corporation agree to consult with each other before issuing any press release or otherwise making any public statements with respect to the Offer. The Corporation further agrees not to make any public statements at any time with respect to the business plans of the Purchaser for the Corporation without the prior written consent of the Purchaser. REGULATORY APPROVALS - The Purchaser shall, and shall cause the Offeror to diligently pursue, all of the regulatory approvals referred to or contemplated by paragraphs (b) and (c) of section 3 of Schedule "A" hereto, and shall keep the Corporation informed with respect to the status of applications for all such approvals, including providing all relevant documentation to the Corporation to allow it to assess the status of such applications. TAKE UP AND PAYMENT - Subject to the terms and conditions hereof, the Purchaser agrees to cause the Offeror to take up the Common Shares deposited under the Offer and pay for such Common Shares in accordance with applicable Securities Laws. INCREASE IN CONSIDERATION - The Purchaser covenants that, in the Merger; provided that neither Parent nor Merger Sub will be required by this Section 7.8 to event the Offeror increases the consideration per Common Share offered under the Offer (A) prohibit or limit the ownership or operation by the Companybut for greater certainty, Parent, Merger Sub or excluding 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, greater consideration paid as a result of any proceeding in respect of fair value under the Transactions, to dispose of or to hold separate any business or assets of the Company, Parent, Merger Sub CBCA 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(aother subsequent acquisition transaction), has an economic detriment the Offeror will pay such increased consideration to Parent or each holder of Shares tendered, by such holder, notwithstanding that such Common Shares have previously been taken up and paid for by the Company that is material in relation to the Company and its Subsidiaries taken as a whole. 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 actionOfferor.

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, submissions under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law Act with respect to the Transactions and (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 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 nor Merger Sub will be required by this Section 7.8 7.10 to take any action, ------------ including entering into any consent decree, hold separate orders or other arrangements, that (A) prohibit or limit requires the ownership or operation by divestiture of any assets of the CompanyPurchaser, Parent, Merger Sub Company or any of their Subsidiaries of any business or assets of the Companyrespective subsidiaries, 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 whichlimits Parent's freedom of action with respect to, in the case of each of clauses (A) and (B) of this Section 7.8(a)or its ability to retain, has an economic detriment to Parent or the Company that is material in relation to the Company and the Subsidiaries or any portion thereof or any of Parent's or its Subsidiaries taken affiliates' other assets or businesses. Without limiting the foregoing, the Company, Parent and Purchaser shall file as a wholesoon 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 for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters. IfConcurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting-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 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.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect agrees to the Transactions and (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 and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, includingthe transactions contemplated by this Agreement. Without limiting the foregoing, without limitation(i) each of the Company, using Parent and Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby as promptly as practicable and to make other required filings 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 other Antitrust Laws and use its reasonable best efforts to obtain take or cause to be taken all Permitsactions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of Governmental Authorities and state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts Contracts material to the Company’s or its Subsidiaries’ business in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to fulfill the conditions obtain timely any such consents, permits, authorizations, approvals or waivers. Subject to the Offer terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall (1) promptly notify the other party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party’s reasonable comments; (3) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Merger; , provided, however, that any materials may be redacted before being provided that neither Parent nor Merger Sub will be required by this Section 7.8 to the other party (Ai) prohibit or limit to remove references concerning the ownership or operation by valuation of Parent, 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, (ii) financing arrangements, (iii) as a result of the Transactionsnecessary to comply with contractual arrangements, 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 (Biv) as necessary to address reasonable privilege or confidentiality. Each 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. If, at Parent shall promptly notify the other party if such party becomes aware that any time after third party has any objection to the Effective Time, any further action is necessary Merger on antitrust 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 actionanti-competitive grounds.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect agrees to the Transactions and (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 and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner practicable, includingthe transactions contemplated by this Agreement. Without limiting the foregoing, without limitation(i) each of the Company, using Parent and Merger Sub agrees to make any required submissions under the HSR Act that the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby as promptly as practicable and to make other required filings 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 other Antitrust Laws and use its reasonable best efforts to obtain take or cause to be taken all Permitsactions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of Governmental Authorities and state or foreign Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts Contracts material to the Company's or its Subsidiaries' business in connection with the Company and the Subsidiaries as are necessary for the consummation of the Transactions transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to fulfill the conditions obtain timely any such consents, permits, authorizations, approvals or waivers. Subject to the Offer terms and conditions set forth in this Agreement and applicable Law, Parent and the Company shall (1) promptly notify the other party of any communication to that party from any Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Merger, (2) if practicable, permit the other party the opportunity to review in advance all the information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party's reasonable comments; (3) not participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; and (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Merger; , provided, however, that any materials may be redacted before being provided that neither Parent nor Merger Sub will be required by this Section 7.8 to the other party (Ai) prohibit or limit to remove references concerning the ownership or operation by valuation of Parent, 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, (ii) financing arrangements, (iii) as a result of the Transactionsnecessary to comply with contractual arrangements, 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 (Biv) as necessary to address reasonable privilege or confidentiality. Each 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. If, at Parent shall promptly notify the other party if such party becomes aware that any time after third party has any objection to the Effective Time, any further action is necessary Merger on antitrust 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 actionanti-competitive grounds.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make at the reasonable request of any other required submissionsparty hereto, if any, under execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the HSR Actconsummation of the OpCo Merger, the Fair Trading Act, Blocker Mergers and the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all appropriate action, and to dodo promptly, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective the Transactions, includingto satisfy the conditions to the obligations to consummate the OpCo Merger and the Blocker Mergers, without limitationto effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the Transactions for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, including using its reasonable best efforts to obtain all Permitspermits, consents, waivers, approvals, authorizations, qualifications and orders 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 OpCo Merger and the Merger; provided that neither Parent nor Merger Sub will be required by this Section 7.8 Blocker Mergers, including all necessary pre-Closing and post-Closing filing or notification requirements applicable under any state laws applicable to (A) prohibit or limit the ownership or operation by entities engaged in 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’s business. IfIn case, at any time after the Blocker Mergers Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers officers, managers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action. The Company shall be responsible for, (i) as promptly as practicable, providing the notices and seeking approvals of the Governmental Authorities listed in Section 7.07(a) of the Company Disclosure Schedule (with respect to any such approval to the extent an approval is required by the terms of such state licensing requirements) and (ii) providing Acquiror or its designee progress reports on such notices and approvals periodically and upon the reasonable request of Acquiror. The Company shall use commercially reasonable efforts to provide all such notices and obtain all such approvals as soon as practicable after the date of this Agreement.

Further Action; Reasonable Best Efforts. (ag) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (ii) party will use its reasonable best efforts to take, or cause to be taken, all appropriate actionactions to file, or cause to be filed, all documents 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, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, permits or orders from all Governmental Authorities or other Persons. In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective an appropriate filing of a Notification and Report Form pursuant to the TransactionsHSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof and to make, includingor cause to be made, without limitationthe filings and authorizations, using if any, required under the Other Antitrust Laws of jurisdictions other than the United States as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Other Antitrust Laws of jurisdictions other than the United States and use its reasonable best efforts to obtain take or cause to be taken all Permitsother actions necessary, consentsproper or advisable consistent with this Section 6.09 to cause the expiration or termination of the applicable waiting periods, approvals, or receipt of required authorizations, qualifications and orders of Governmental Authorities and parties to contracts with as applicable, under 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 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 HSR Act or the Company that is material in relation to Other Antitrust Laws of jurisdictions other than the Company and its Subsidiaries taken United States as a wholesoon as practicable. If, at any time after Without limiting the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreementforegoing, the proper officers parties shall request and directors of each party to this Agreement shall use their reasonable best efforts to take all such actionobtain early termination of the waiting period under the HSR Act.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly (and in any event within ten (10) business days of the date hereof) its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation Act or any other applicable foreign antitrust law foreign, federal or state antitrust, competition or fair trade Laws with respect to the Transactions Merger and (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 and regulations to consummate and make effective the TransactionsMerger, including, without limitation, using its reasonable best efforts to promptly obtain all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities (including the approval of the Delaware Insurance Department, the Illinois Department of Insurance, the Minnesota Department of Commerce and the Arkansas Insurance Department, (collectively, the “Form A Approvals”)) and parties to contracts with the Company and the Company Subsidiaries as are necessary for the consummation of the Transactions Merger and to fulfill the conditions to the Offer and the Merger; provided that neither Parent nor Merger Sub nor Parent will be required by this Section 7.8 6.08 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) prohibit or limit requires the ownership or operation by the Companydivestiture of any assets of any of Merger Sub, Parent, Merger Sub the Company 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 respective subsidiaries or (B) divest any Shares whichlimits Parent’s freedom of action with respect to, in the case of each of clauses (A) and (B) of this Section 7.8(a)or its ability to retain, has an economic detriment to Parent or the Company that is and the Company Subsidiaries or any portion thereof or any of Parent’s or its affiliates’ other assets or businesses. Without limiting the foregoing, Parent shall use its reasonable best efforts to file or submit the Form A Approvals within ten (10) business days after the date hereof and to respond promptly to any request by any Governmental Authority for any additional information and documentary material in relation to connection therewith. Parent shall give the Company and its Subsidiaries taken counsel a reasonable opportunity to review and comment on the Form A Approvals, and all amendments or supplements thereto prior to their being filed or submitted. Each of Parent and the Company shall promptly forward to the other all notices, inquiries and other written communications received by it from any Governmental Authority relating to the Transactions. Each of Parent and the Company agrees to defend vigorously against any actions, suits or proceedings in which either party or its subsidiaries is named as a wholedefendant which seeks to enjoin, restrain or prohibit the Transactions. IfIn 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. Subject to Section 6.04 and the termination rights provided in Article VIII, none of the Company, Parent or Merger Sub shall until the Effective Time, directly or indirectly, take any action or fail to take any action that is intended to, or that would reasonably be likely to, materially delay or prevent the consummation of the Transactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms --------------------------------------- and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (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 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 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. 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.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect agrees to the Transactions and (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 and regulations to consummate and make effective effective, in the Transactionsmost expeditious manner reasonably practicable, includingthe transactions contemplated by this Agreement. Without limiting the foregoing, without limitationeach of the Company, using Parent and Merger Sub shall make any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Merger and the transactions contemplated hereby and to make other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated by this Agreement, in all cases, as promptly as reasonably practicable after the date of this Agreement. Each party acknowledges that its goal is to file any required submissions under the HSR Act within 15 Business Days after the date of this Agreement and to file other required filings pursuant to other Antitrust Laws within 45 calendar days after the date of this Agreement and that if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such goal with the senior executives from the other party. Each of the Company, Parent and Merger Sub shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other Laws with respect to which a filing has been made and use its reasonable best efforts to obtain take or cause to be taken all Permitsactions necessary, proper or advisable consistent with this Section 6.6 to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, authorizationspermits or authorizations are required to be or should be obtained under any other federal, qualifications and orders of Governmental Authorities and state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to contracts or instruments material to the Company's or its Subsidiaries' business in connection 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 Parent nor Merger Sub will be required transactions contemplated 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) Agreement and (B) of this Section 7.8(a)in promptly making any such filings, has an economic detriment furnishing information required in connection therewith and seeking to Parent obtain timely any such consents, permits, authorizations, approvals or the Company that is material in relation to the Company and its Subsidiaries taken as a whole. 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 actionwaivers.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall (i) make promptly its respective filings, if any, and thereafter make any other required submissions, if any, under the HSR Act, the Fair Trading Act, the E.C. Merger Regulation or any other applicable foreign antitrust law with respect to the Transactions and (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 such things as are necessary, proper or advisable under applicable Laws or otherwise, and regulations each shall cooperate with the other, to consummate and make effective the Transactions, including, without limitation, including using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of, and the expiration or termination of waiting periods by, Governmental Authorities and parties to contracts Contracts with the Company and the Subsidiaries Studio Entities as are set forth in Section 3.05 necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger; 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. IfIn case, at any time after the Effective TimeClosing, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement Party shall use their reasonable best efforts to take all such action. Subject to the terms and conditions of this Agreement, the Parties agree to use their reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions and cause the conditions to the Transactions to be satisfied. In furtherance and not in limitation of the foregoing, each of the Parties shall (and shall cause their respective Subsidiaries and Affiliates to) (i) promptly, but in no event later than fifteen (15) Business Days after the date hereof, to file or cause to be filed any and all required notification and report forms under the HSR Act with respect to the Transactions contemplated by this Agreement, (ii) use all reasonable best efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act, and (iii) supply or cause to be supplied to any Governmental Authority as promptly as practicable any additional information or documentary material that may be requested pursuant to any Law or by such Governmental Authority.