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, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirable, including but not limited to the United Kingdom, the Federal Democratic Republic of Germany and Brazil, 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 inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 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 any of Purchaser, Parent, the 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. 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 the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirablesubmissions, including but not limited to under the United Kingdom, the Federal Democratic Republic of Germany and Brazil, HSR Act with respect to the Transactions and Transactions, (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 Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required Merger and (iii) except as contemplated by this Section 7.09 Agreement, use its reasonable best efforts not to take any action, including entering or enter into any consent decreetransaction, hold separate orders which would cause any of its representations or other arrangements, that (A) requires the divestiture warranties contained in this Agreement to be untrue or result in a breach of any assets of any of Purchaser, Parent, the 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 businessescovenant made by it in this Agreement. In caseIf, at any time after the Effective TimeTime the Surviving Corporation considers or is advised that any deeds, bills of sale assignments, assurances or any further action is other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the parties to the Merger acquired or to be acquired by the Surviving Corporation as a result of, or in connection with the Merger or otherwise to carry out the purposes of this Agreement, the proper officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of each party of the parties to this Agreement shall use their reasonable best efforts the Merger or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each, all such actionother actions and things as may be necessary or desirable to vest, perfect or conform any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purposes of this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon Subject to the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirable, including but not limited to the United Kingdom, the Federal Democratic Republic of Germany and Brazil, with respect to the Transactions and (ii) use its reasonable best efforts to take, or to cause to be taken, all appropriate actionactions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to 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 (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance, or waiver from, or to avoid an action or proceeding by, any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby, including, without limitationbut not limited to, using instruments effectuating the assignment or assumption of Contracts to or by Parent, Merger Sub or the Surviving Corporation; provided, however, that in no event shall the Company or any of its reasonable best efforts Subsidiaries be required to pay prior to the Merger Effective Time any fee, penalties or other consideration to any third party 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 any consent or approval required for the consummation of the Transactions and to inform or consult with Merger under any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 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 any of Purchaser, Parent, the 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. 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 actionContract.

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, and thereafter promptly make any other required submissions in any country where a merger filing or other submissions, under the HSR Act and applicable German antitrust notification is necessary or desirablelaws, including but not limited to the United Kingdom, the Federal Democratic Republic of Germany and Brazilif any, 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 inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 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 any of Purchaser, Parent, the 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. In caseExcept where prohibited by applicable law, at any time after and subject to the Effective Time, any further action is necessary or desirable to carry out the purposes of this Confidentiality Agreement, Company and Parent each shall promptly (a) supply the proper officers other with any information which may reasonably be required in order to effectuate such filings and directors of each party to this Agreement shall use their reasonable best efforts to take all such action(b) supply any additional information which reasonably may be required by antitrust, competition or merger control authorities in any competent jurisdiction and which the parties may reasonably deem appropriate.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall promptly after the date of this Agreement (i) make promptly its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirablesubmissions, including but not limited to under the United Kingdom, the Federal Democratic Republic of Germany and Brazil, HSR 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 and regulations Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, 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 inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser Merger Sub nor Parent will be required by this Section 7.09 8.09 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 any of PurchaserMerger Sub, Parent, the 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. 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 the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirable, including but not limited to under the United Kingdom, the Federal Democratic Republic of Germany and Brazil, HSR Act with respect to the Transactions and transactions contemplated herein, (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, transactions contemplated herein including, without limitation, using its reasonable best efforts to obtain all Permitslicenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities Entities and all parties to contracts with Parent and the Company and the Subsidiaries their respective subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 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 any of Purchaser, Parent, the 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 businessestransactions contemplated herein. In case, 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 action. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) with copies of, (i) all filings made by such party with any Governmental Entity or any other person in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby and (ii) all other written materials submitted or prepared by any such party concerning obtaining all licenses, permits, consents, approvals, authorizations and orders that are required to be obtained in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly no later than the tenth business day after the date hereof, file its respective filings, Premerger Notification and Report Form under the HSR Act and its notification under the German Law Against Restraints of Competition and thereafter promptly make any other required submissions in any country where a merger filing under the HSR Act or other antitrust notification is necessary or desirable, including but not limited the German Law Against Restraints of Competition with respect to the United KingdomTransactions, (ii) make promptly all required filings and submissions under the Federal Democratic Republic merger control law of Germany and Brazil, Greece with respect to the Transactions and (iiiii) 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 inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any material assets of any of the Purchaser, Parent, the Company or any of their respective subsidiaries or (B) materially 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. 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 From the date hereof through --------------------------------------- the Closing Date, upon the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirable, including but not limited to the United Kingdom, the Federal Democratic Republic of Germany and Brazil, 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 and regulations to consummate and make effective the Transactionstransactions contemplated by this Agreement, includingincluding but not limited to (i) cooperating in the preparation and filing of the Joint Proxy Statement/Prospectus and Registration Statement, without limitationand any amendments to any thereof, (ii) using its reasonable best efforts to obtain all PermitsRequired Consents and (iii) 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 governmental entities or authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required transaction contemplated by this Agreement and to fulfill the conditions to the Offer and the Mergerconsummation of this Agreement; provided that neither Purchaser nor Parent will the KM General Partner shall be primarily responsible for obtaining or transferring all required licenses, permits and authorizations, and the SF General Partner shall cooperate in such process as reasonably requested by this Section 7.09 the KM General Partner. To the extent practicable in the circumstances and subject to take any actionapplicable laws, including entering into any consent decreeeach party shall provide the other with the opportunity to review all information relating to the other party, hold separate orders or other arrangements, that (A) requires the divestiture of any assets of any of Purchaser, Parent, the Company or any of their respective subsidiaries its subsidiaries, which appears in any filing made with, or (B) limits Parent's freedom of action with respect written materials submitted to, any governmental entity or its ability to retain, authority in connection with obtaining the Company and necessary regulatory approvals for the Subsidiaries or any portion thereof or any consummation of Parent's or its affiliates' other assets or businessesthe transactions contemplated by this Agreement. In case, case at any time after the Effective Time, Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party part to this Agreement shall use their reasonable best efforts to take all such necessary action.

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, and thereafter promptly make any other required submissions in submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any country where a merger filing applicable antitrust or other antitrust notification is necessary or desirable, including but not limited to the United Kingdom, the Federal Democratic Republic of Germany and Brazil, competition Laws with respect to the Transactions 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) 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 Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain employing such resources and taking all Permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries steps as are necessary for to obtain the consummation Requisite Regulatory Approvals, if required to consummate the Transactions; provided, that none of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 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 any of PurchaserCompany, Parent, the Company Merger Sub or any of their respective subsidiaries affiliates shall be required to hold separate, restructure, reorganize, sell, divest, dispose of, or (B) otherwise take or commit to any action that limits Parent's its 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 its businesses, services or its affiliates' other assets or businessesassets. In caseThe parties agree to cooperate in good faith to determine and direct the strategy and process by which the parties will seek the Requisite Regulatory Approvals. 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 no later than the tenth business day after the date hereof, file its respective filings, Premerger Notification and Report Form under the HSR Act and its notification under the German Law Against Restraints of Competition and thereafter promptly make any other required submissions in any country where a merger filing under the HSR Act or other antitrust notification is necessary or desirable, including but not limited the German Law Against Restraints of Competition with respect to the United KingdomTransactions, (ii) make promptly all required filings and submissions under the Federal Democratic Republic merger control law of Germany and Brazil, Greece with respect to the Transactions and (iiiii) 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 inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by -------- this Section 7.09 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires the divestiture of any material assets of any of the Purchaser, Parent, the Company or any of their respective subsidiaries or (B) materially 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. 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 the terms and subject to the conditions hereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissions submissions, under the HSR Act and in any country the other countries where a merger filing or other antitrust notification is necessary or desirableadvisable, including but not limited to the United Kingdom, Kingdom and the Federal Democratic Republic of Germany and BrazilGermany, 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 inform or consult with any trade unions, work works councils, employee representative representatives or any other representative body as required required, and to fulfill the conditions to the Offer and the Merger; provided PROVIDED that neither Purchaser nor Parent will be required by this Section 7.09 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 any of the Purchaser, Parent, the 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. 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 the terms and subject to the conditions hereofof this Agreement, each of the parties hereto Parties shall each (i) use best efforts to make as promptly as practicable (with a target date of three business days after the date hereof) its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirablesubmissions, including but not limited to under the United Kingdom, the Federal Democratic Republic of Germany and Brazil, with respect to the Transactions HSR Act 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 Laws or otherwise to consummate and make effective the Transactions, including, without limitation, using its reasonable best efforts to obtain all Permitspermits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and the Subsidiaries Iris or Greyhound or their subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer Merger (it being understood that, based on the information provided by the Parties to each other, the Parties do not intend to make any antitrust or competition filing with any Governmental Authority other than their respective filings and submissions under the MergerHSR Act and Greyhound’s UK Antitrust Filing); provided that that, except as may be required in connection with the Greyhound UK Antitrust Filing, neither Purchaser Greyhound nor Parent Iris will be required by this Section 7.09 6.07 to take any action, including entering into any consent decree, hold separate orders or other arrangements, that (A) requires requires, before or after the Effective Time, the divestiture of any of its assets or of any of Purchaser, Parent, the Company or any assets of their respective its subsidiaries or (B) limits Parent's limits, before or after the Effective Time, its 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 businessesbusinesses or of any of the assets or businesses of its subsidiaries. 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 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 hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter promptly make any other required submissions in any country where a merger filing or other antitrust notification is necessary or desirable, including but not limited to the United Kingdom, the Federal Democratic Republic of Germany and Brazil, with respect to the Transactions and (ii) use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate the Merger and make effective complete the Other Transactions, including(ii) obtain from Governmental Entities any consents, without limitationlicenses, using its reasonable best efforts to obtain all Permitspermits, consentswaivers, approvals, authorizations, qualifications and authorizations or orders of Governmental Authorities and parties required to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to inform be obtained by Merger Co or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided that neither Purchaser nor Parent will be required by this Section 7.09 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 any of Purchaser, Parent, the Company or any of their respective subsidiaries or (B) limits Parent's freedom of action Subsidiaries in connection with respect tothe authorization, or its ability to retainexecution, the Company and the Subsidiaries or any portion thereof or any of Parent's or its affiliates' other assets or businesses. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes delivery of this Agreement, the proper officers and directors of each party (iii) promptly make all necessary filings, and thereafter make any other required submission, with respect to this Agreement and the Merger required under the HSR Act or any other applicable antitrust, competition or fair trade Laws with respect to the Merger. Subject to appropriate confidentiality protections, the parties hereto shall use their reasonable best efforts have an opportunity to take 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 actionfilings, 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 Merger.

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, and thereafter promptly make any other required submissions in any country where a merger filing submissions, under the HSR Act or other antitrust notification is necessary applicable foreign, federal or desirablestate antitrust, including but not limited to the United Kingdom, the Federal Democratic Republic competition of Germany and Brazil, fair trade Laws 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 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 Subsidiaries as are necessary for the consummation of the Transactions and to inform or consult with any trade unions, work councils, employee representative or any other representative body as required and to fulfill the conditions to the Offer and the Merger; provided PROVIDED that neither Purchaser Merger Sub nor Parent will be required by this Section 7.09 6.09 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 any of PurchaserMerger Sub, Parent, the 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. 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.