Common use of HSR Act Filings Clause in Contracts

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, (i) make or cause to be made any filings required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction. (b) Each of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. (a) Each Without limiting the generality of Parent Section 6.3, Seller and the Company Buyer shall, to promptly after the extent applicableexecution and delivery of this Agreement, (i) make or cause to be made any filings required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and but in any no event within later than ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documentscomplete and file, or other materials received by such party or any of its Subsidiaries from cause to be completed and filed, with the Federal Trade Commission or (the “FTC”) and the Antitrust Division of the United States Department of Justice (either, an "“DOJ”) any notification and report required to be filed under the HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (includingAct, with respect to the party making a filingtransactions contemplated under this Agreement, providing copies and each such filing shall request early termination of all such documents to the nonfiling party waiting period imposed by the HSR Act. Each of Buyer and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection Seller shall coordinate with resolving any investigation or the other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party its filings, shall use its reasonable best efforts cooperate to prevent inconsistencies between their respective filings and shall furnish to each other all such necessary information required for any application or another filing to be made pursuant to any applicable law and reasonable assistance as the other may reasonably request in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party its preparation of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such necessary filings or submissions under the HSR Act. All fees related to any such transactionfilings under the HSR Act shall be paid in equal shares by Buyer and Seller. The Parties shall use commercially reasonable efforts to respond as promptly as practicable to any requests received from the FTC or the DOJ for additional information or documentation and respond as promptly as practicable to inquiries and requests received from other Governmental Authorities with respect to antitrust matters. (b) Each of Parent and the Company Parties shall use promptly notify the other Parties of any communication it or any of its reasonable best efforts to resolve such objections, if any, as may be asserted by Affiliates receives from any Governmental Entity with respect Authority relating to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed filing made pursuant to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")Section 6.4(a) . In connection therewith, if No Party shall agree to participate in any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations meeting with any Governmental Entity relating to any of the foregoing described Authority in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration respect of any notice period filings, investigation or other inquiry under the HSR Act 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 participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. The Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other Antitrust Laws hand, with respect to such transactions as promptly as possible after any filings made pursuant to Section 6.4(a); provided, however, that a Party may withhold documents to the execution of this Agreement. (c) Notwithstanding this Section 5.4 extent that they contain competitively sensitive information or any other provision of this Agreement or any information relating to valuation of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conductedPurchased Assets.

HSR Act Filings. The Buyer and each Seller shall (a) Each of Parent and the Company shall, to the extent applicable, (i) make or cause to be made any all filings required of such party each of them or any of its Subsidiaries or affiliates their respective Affiliates under the HSR Act or any applicable Antitrust Laws with respect to the transactions contemplated hereby Contemplated Transactions as promptly as practicable and and, in any event event, within ten business days (10) Business Days after the date of this Agreement, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by such party each of them or any of its Subsidiaries their respective Affiliates from the Federal Trade Commission or (“FTC“), the Antitrust Division of the Department of Justice (either, an "HSR Authority"the “Antitrust Division“) or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiic) cooperate with the each other party in connection with any such filing (including, with respect including to the party making a filingextent permitted by applicable Law, providing copies of all such documents to the nonfiling party and its advisors non-filing parties prior to filing and, if requested, to accept and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency of the FTC, Antitrust Division or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to the Contemplated Transactions. All filing fees assessed by the FTC, the Antitrust Division, or otherwise payable pursuant to the HSR Act in connection with this Agreement or the Contemplated Transactions shall be paid by the Buyer and any such filing payments shall not offset the Purchase Price, decrease the amount of Assumed Liabilities, or otherwise be subject herein to recoupment against any such transactionof the Selling Parties. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Law in connection with the Merger and the other transactions contemplated by this AgreementContemplated Transactions. Each party Seller shall promptly inform the other party Buyer of any oral communication with, and any proposed understanding, undertaking, or agreement provide copies of written communications with, any Governmental Entity Authority regarding the antitrust aspects of the Contemplated Transactions. No Seller shall independently participate in any substantive meeting or discussion, either in person or by telephone, with a Governmental Authority in respect of any such filings filings, investigation, or other inquiry without giving the Buyer prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any such transaction. (b) Each analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of Parent any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. The Buyer and the Company each Seller shall use its respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "the “Antitrust Laws"”). In connection therewith; provided, if however, the Buyer shall control, lead and have final and ultimate authority with respect to any administrative strategy and communications with respect to any investigation, inquiry or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative litigation of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4FTC, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act Antitrust Division or other Governmental Authority under any of the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement Contemplated Transactions and, provided further, that the Parties hereto agree that “reasonable best efforts” shall not require the Buyer or any of the Ancillary AgreementsSellers, neither Parent nor Sub shall be required, whether before or after in order to consummate the Effective TimeContemplated Transactions, to hold separate (including by trust i) litigate or otherwiseparticipate in the litigation of any Proceeding involving the FTC, Antitrust Division or other Governmental Authority; (ii) propose, negotiate, effect or divest agree to the sale, divestiture, license or disposition of any of its business or assets or any of the businesses or assets of the Companyassets, businesses, products, or enter into operations; or (iii) accept any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducteddecree.

HSR Act Filings. Reasonable Best Efforts; Notification. (ai) Each of Parent USF and the Company shall, to the extent applicable, Culligan shall (iA) make or cause to be made any the filings required of such party or any of its Subsidiaries subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (iiB) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice (either, each an "HSR Authority") or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiiC) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereofhereinafter defined) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. Neither party shall independently participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (bii) Each Subject to the limitation set forth in Section 5.1(a)(iv), each of Parent USF and the Company Culligan shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection connec- tion therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent USF and the Company Culligan shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, order whether temporary, preliminary or permanentpermanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts re- stricts consummation of the Merger or any other transactions contemplated by this Agreement, and including, without limitation, by vigorously to pursue pursuing all available avenues of administrative and judicial appeal and all available avail- able legislative action, unless by mutual agreement Parent USF and the Company decide Culligan de- cide that litigation is not in their respective best interestinterests. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding Notwith- standing the foregoing or any other provision of this Agreement, nothing in this Section 5.4 5.1(a) shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.45.1(a). Each of Parent USF and the Company Culligan shall use its reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this AgreementAgreement and shall refrain from taking any action that would have the effect of making the expiration of such notice periods less likely or delay in the Merger in any material respect. (ciii) Notwithstanding Subject to the limitation set forth in Section 5.1(a)(iv), each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Section 5.4 Agreement, including (A) the obtaining of all other necessary actions or any nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other provision necessary registrations and filings, (B) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Merger that are necessary to consummate the Merger and the transactions contemplated by this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before required to prevent a Material Adverse Effect on USF or Culligan from occurring prior to or after the Effective Time, (C) the preparation of the Joint Proxy Statement, the Prospectus and the Registration Statement, (D) the taking of all action necessary to ensure that it is a "poolable entity" eligible to participate in a transaction to be accounted for as a pooling of interests for financial reporting purposes and to ensure that the Merger constitutes a tax-free reorganization within the meaning of Section 368(a)(1)(A), and (E) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (iv) Unless USF and Culligan otherwise agree in writing, if required to avoid an HSR Authority instituting an Action challenging the transactions under this Agreement under the Antitrust Laws and seeking to enjoin or prohibit the consummation of any of the transactions contemplated by this Agreement, USF shall and, at the direction of USF, Culligan shall, hold separate (including by trust or otherwise) or divest any of its business their respective businesses or assets assets, or take or agree to take any action or agree to any limitation required to avoid an HSR Authority instituting an Action challenging the transactions under this Agreement under the Antitrust Laws and seeking to enjoin or prohibit the consummation of any of the businesses transactions contemplated hereby unless such action would require USF or the Surviving Corporation to agree to the sale or divestiture of businesses, properties, product lines or assets having aggregate gross annual sales in excess of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted$150 million.

HSR Act Filings. (a) Each of Parent the parties hereto undertakes and agrees to file as soon as reasonably practicable after the Company shalldate hereof, to the extent applicable, (i) make or cause to be made any filings required of such party or any of its Subsidiaries or affiliates a Notification and Report Form under the HSR Act with respect to the transactions contemplated hereby Federal Trade Commission and the Antitrust Division. Company, RBP, Partners and Shareholders shall (a) respond as promptly as reasonably practicable and in to any event within ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials inquiries received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Government Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party antitrust matters and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction. (b) Each of Parent and not extend any waiting period under the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by HSR Act or enter into any Governmental Entity agreement with respect to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed the Antitrust Division not to prohibit, restrict or regulate actions having consummate the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, except with the prior written consent of the Buyer (subject to applicable Law). Company, RBP, Partners and vigorously Shareholders shall (i) promptly notify Buyer of any communication to pursue all available avenues either of administrative and judicial appeal and all available legislative actionthem from the Federal Trade Commission, unless by mutual agreement Parent and the Company decide that litigation is not Antitrust Division, any State Attorney General or any other Government Entity and, subject to applicable Law, permit Buyer to review in their respective best interest. Parent shall be entitled to direct advance any proceedings or negotiations with any Governmental Entity relating proposed written communication to any of the foregoing described foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Government Entity in respect of any filings, investigation or inquiry concerning this Section 5.4Agreement or the transactions contemplated hereby unless it consults with Buyer in advance and, provided that it shall afford to the Company a reasonable extent permitted by such Government Entity, gives Buyer the opportunity to attend and participate therein. Notwithstanding thereat; and (iii) furnish Buyer with copies of all correspondence, filings, and communications between them and their Affiliates and their respective representatives on the foregoing one hand, and any Government Entity or any members or their respective staffs on the other provision of this Agreementhand, nothing in this Section 5.4 shall limit a party's right with respect to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company transactions contemplated hereby. The foregoing notwithstanding, in no event shall use its reasonable best efforts to take such action as may Buyer be required to cause the expiration sell, divest, hold separately or otherwise dispose of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the its Affiliates’ assets, businesses or assets lines of the Company, or enter into any consent decree or other agreement that would restrict Parent business (or the Company Purchased Assets) in order to comply with the foregoing, nor shall Buyer be required to agree to or observe any restrictions or limitations on its ability to conduct or engage in any line of its respective businesses as heretofore conductedbusiness in order to comply with the foregoing.

HSR Act Filings. (a) Each of Parent and the Company shall6.10.1 Promptly upon entry into this Agreement, to the extent applicable, each party shall (i) make file or cause to be made filed any filings reports or notifications that may be required of such party or any of its Subsidiaries or affiliates to be filed by it under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or and the Antitrust Division of the Department of Justice Justice; (either, an "HSR Authority"ii) furnish to the other party all such information in its possession as may be necessary for the completion of the reports or any other Governmental Entity in respect of such filings or such transactions, and notifications to be filed by the other; (iii) cooperate with provide reasonable assistance to the other party in connection with any as may be requested for the purpose of completing such filing filings; and (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewithiv) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its commercially reasonable best efforts to furnish to each other all information required for any application take, or another filing cause to be made pursuant taken, all appropriate action, and to any do, or cause to be done, all things necessary, proper or advisable under applicable law in connection with laws and regulations to consummate and make effective the Merger and the other transactions transaction contemplated by this Agreement. Each Prior to making any communication, written or oral, with the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice, or any other Federal, state or foreign governmental agency or authority or members of their respective staffs with respect to this Agreement or the transaction contemplated hereby, each party shall promptly inform agrees to consult with the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transactionhereto. (b) Each of Parent and 6.10.2 Without limiting the Company foregoing, the parties shall use its their respective reasonable best efforts to resolve such any objections, if any, as may be asserted by any Governmental Entity governmental authority with respect to the transactions transaction contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")hereby. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any the transaction contemplated by this Agreement as violative of any Antitrust Lawantitrust law, each of Parent and if by mutual agreement the Company parties decide that litigation is in their best interests, the parties shall cooperate with each other and use its their respective reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, 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, prevents or restricts consummation of the Merger or any other transactions contemplated by such transaction. Notwithstanding anything else contained in this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent neither party shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause divest any businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a material adverse effect on its business, assets, condition (financial or otherwise), results of operations or prospects taken as a whole or that it deems to be inconsistent with its business plans. 6.10.3 Purchaser shall pay all filing fees required in connection with the expiration of any notice period filing under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreementtransaction contemplated hereby. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. The Buyer and the Seller shall (a) Each of Parent and the Company shall, to the extent applicable, (i) make or cause to be made any all filings required of such party each of them or any of its Subsidiaries or affiliates their respective Affiliates under the HSR Act or any applicable Antitrust Laws with respect to the transactions contemplated hereby Contemplated Transactions as promptly as practicable and and, in any event event, within ten business days (10) Business Days after the date of this Agreement, (iib) comply at the earliest practicable date with any request under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by such party each of them or any of its Subsidiaries their respective Affiliates from the Federal Trade Commission or (“FTC“), the Antitrust Division of the Department of Justice (either, an "HSR Authority"the “Antitrust Division“) or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiic) cooperate with the each other party in connection with any such filing (including, with respect including to the party making a filingextent permitted by applicable Law, providing copies of all such documents to the nonfiling party and its advisors non-filing parties prior to filing and, if requested, to accept and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency of the FTC, Antitrust Division or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to the Contemplated Transactions. All filing fees assessed by the FTC, the Antitrust Division, or otherwise payable pursuant to the HSR Act in connection with this Agreement or the Contemplated Transactions shall be paid by the Buyer and any such filing payments shall not offset the Purchase Price, decrease the amount of Assumed Liabilities, or otherwise be subject herein to recoupment against any such transactionof the Selling Parties. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Law in connection with the Merger and the other transactions contemplated by this AgreementContemplated Transactions. Each party The Seller shall promptly inform the other party Buyer of any oral communication with, and any proposed understanding, undertaking, or agreement provide copies of written communications with, any Governmental Entity Authority regarding the antitrust aspects of the Contemplated Transactions. The Seller shall not independently participate in any substantive meeting or discussion, either in person or by telephone, with a Governmental Authority in respect of any such filings filings, investigation, or other inquiry without giving the Buyer prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any such transaction. (b) Each analysis, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of Parent any party hereto relating to proceedings under the HSR Act or other Antitrust Laws. The Buyer and the Company Seller shall use its respective reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "the “Antitrust Laws"”). In connection therewith; provided, if however, the Buyer shall control, lead and have final and ultimate authority with respect to any administrative strategy and communications with respect to any investigation, inquiry or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative litigation of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4FTC, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act Antitrust Division or other Governmental Authority under any of the Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 Contemplated Transactions and, provided further, that the Parties hereto agree that “reasonable best efforts” shall not require the Buyer or any other provision of this Agreement or any of the Ancillary AgreementsSeller, neither Parent nor Sub shall be required, whether before or after in order to consummate the Effective TimeContemplated Transactions, to hold separate (including by trust i) litigate or otherwiseparticipate in the litigation of any Proceeding involving the FTC, Antitrust Division or other Governmental Authority; (ii) propose, negotiate, effect or divest agree to the sale, divestiture, license or disposition of any of its business or assets or any of the businesses or assets of the Companyassets, businesses, products, or enter into operations; or (iii) accept any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducteddecree.

HSR Act Filings. Reasonable Efforts; Notification. (ai) Each of Parent and the Company shall, to the extent applicable, shall (iA) make or cause to be made any the filings required of such party or any of its Subsidiaries or affiliates Affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement, as promptly as practicable and in any event the initial filing with respect to this Agreement, if required, shall be made within ten 10 business days after the date of this Agreement, (iiB) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the United States Federal Trade Commission or the United States Department of Justice (either, an "HSR Authority") or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiiC) act in good faith and reasonably cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling non-filing party and its advisors reasonably prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each To the extent not prohibited by Applicable Laws, each party to this Agreement shall use its all reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party to this Agreement shall promptly inform give the other party parties to this Agreement reasonable prior notice of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. None of the parties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties to this Agreement prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties to this Agreement will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (bii) Each Subject to Section 5.1(a)(iv), each of Parent and the Company shall use its all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions transaction contemplated by this Agreement Agreement, under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, United States federal or state or foreign statutesstatues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust LawsANTITRUST LAWS"). In connection therewiththerewith and subject to Section 5.1(a)(iv), if any administrative or judicial action or proceeding Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as inconsistent with or violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its all reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial actionAction, and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and including by vigorously to pursue pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide determines that litigation is not in their respective its best interestinterests. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant Subject to Section 7.15.1(a)(iv), so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each each of Parent and the Company shall use its all reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (ciii) Notwithstanding Subject to Section 5.1(a)(iv) below, each of the parties to this Section 5.4 Agreement agrees to use all reasonable efforts to take, or any cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other provision parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (A) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (B) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Merger that are necessary to consummate the transactions contemplated by this Agreement or any of required to prevent a Material Adverse Effect on Parent or the Ancillary Agreements, neither Parent nor Sub shall be required, whether before Company from occurring prior to or after the Effective Time, (C) the preparation of the Proxy Statement, (D) the execution and delivery of any additional instruments reasonably necessary to consummate the transaction contemplated by, and to fully carry out the purposes of, this Agreement, and (E) the providing of all such information concerning such party, its Subsidiaries, its Affiliates and its Subsidiaries' and Affiliates' officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in this paragraph (iii). (iv) At the request of Parent, the Company and its Subsidiaries shall agree to hold separate (including by trust or otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any action with respect to, or agree to any limitation on, any of their respective businesses, Subsidiaries or assets, provided that any such action is conditioned upon the consummation of the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 5.1(a), neither the Company nor any of its business Subsidiaries shall, without Parent's prior written consent, agree to hold separate (including by trust or assets otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any action with respect to, or agree to any limitation on, any of their respective businesses, Subsidiaries or assets. Anything to the contrary in this Agreement notwithstanding, Parent and its Subsidiaries shall not be required to hold separate (including by trust or otherwise) or to divest any of the businesses respective businesses, Subsidiaries or assets of Parent and any of its Subsidiaries and/or the CompanyCompany and any of its Subsidiaries, or enter into to take or agree to take any consent decree action with respect to, or other agreement that would restrict Parent or the Company in the conduct agree to any limitation on, any of its their respective businesses as heretofore conductedin order to satisfy any of their respective obligations under this Agreement, including under this Section 5.1.

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, : (i) make or cause to be made any the filings required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement and the Option Agreement as promptly as practicable and in any event within ten business days after the date of this Agreement, ; (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR AuthorityAUTHORITY") or any other Governmental Entity in respect of such filings or such transactions, ; and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such response to a request for additional information, documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency materials, or other submissions to such Governmental Entity under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any Antitrust Laws other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (as defined in Section 5.4(b) hereofcollectively, "ANTITRUST LAWS") with respect to any such filing or any such transaction. Each party shall use its commercially reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction. (b) Each of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in Notwithstanding this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing 6.4 or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. Reasonable Efforts; Notification. (ai) Each of Parent and the Company shall, to the extent applicable, shall (iA) make or cause to be made any the filings required of such party or any of its Subsidiaries subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten five business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iiiB) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Foreign Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its all reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (bii) Each of Parent and the Company shall use its all reasonable best efforts to resolve such objections, if any, as may be asserted by the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Xxxxx Commission Act, as amendedamexxxx, xny Foreign Antitrust Laws, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith; provided, if however, that neither Parent nor the Company, nor any administrative of their respective affiliates, shall be required, as a result of this Section 5.1(a)(ii), to propose or judicial agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action or proceeding is instituted that could reasonably be expected to limit (or threatened to be institutedA) challenging any transaction contemplated by this Agreement as violative the freedom of any Antitrust Law, each action of Parent and or its subsidiaries or affiliates with respect to operation of, or Parent's or its subsidiaries' or affiliates' ability to retain, the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist or any such action business, product lines or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, preventsassets of the Company, or restricts consummation (B) the ability to retain, own or operate any portion of the Merger businesses, product lines or assets, of the Parent or its subsidiaries or alter or restrict in any other transactions contemplated by this Agreementway the business or commercial practices of the Company, and vigorously to pursue all available avenues the Parent, or either of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interestsubsidiaries or affiliates. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity Authority relating to any of the foregoing described in this paragraph (ii) or to the matters described in paragraph (i) of this Section 5.45.1(a), provided that it shall afford the Company a reasonable opportunity to participate therein, and provided, further, that nothing in this sentence shall affect the parties' rights and obligations contained in the third, fourth and fifth sentences of Section 5.1(a)(i). Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 5.1(a) shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.45.1(a). Each of Parent and the Company shall use its all reasonable best efforts to take such action as may be required to cause the expiration or early termination of any the notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (ciii) Notwithstanding Each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (A) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), subject to the limitations of Section 5.4 5.1(a)(ii), (B) the obtaining of all consents, approvals or any other provision of waivers from third parties related to or required in connection with the Merger that are necessary to consummate the Merger and the transactions contemplated by this Agreement or any of required to prevent a Material Adverse Effect on Parent or the Ancillary Agreements, neither Parent nor Sub shall be required, whether before Company from occurring prior to or after the Effective Time, (C) the preparation of the Joint Proxy Statement, the Prospectus and the Registration Statement, (D) the taking of all action necessary to ensure that the Merger constitutes a reorganization within the meaning of Section 368(a) of the Code and (E) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (iv) Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Company shall be required to (i) hold separate (including by trust or otherwise) or divest any of its business their respective businesses or assets or (ii) waive any of the businesses or assets conditions to the Merger set forth in Article VI of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses this Agreement as heretofore conductedthey apply to such party.

HSR Act Filings. Reasonable Efforts; Notification. (ai) Each of Parent and the Company shall, to the extent applicable, shall (iA) make or cause to be made any the filings required of such party or any of its Subsidiaries or affiliates Affiliates under the HSR Act with respect to the transactions contemplated hereby by this Agreement, as promptly as practicable and in any event the initial filing with respect to this Agreement, if required, shall be made within ten 10 business days after the date of this Agreement, (iiB) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the United States Federal Trade Commission or the United States Department of Justice (either, an "HSR Authority") or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiiC) act in good faith and reasonably cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling non-filing party and its advisors reasonably prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each To the extent not prohibited by Applicable Laws, each party to this Agreement shall use its all reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party to this Agreement shall promptly inform give the other party parties to this Agreement reasonable prior notice of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. None of the parties to this Agreement shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties to this Agreement prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties to this Agreement will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (bii) Each Subject to Section 5.1(a)(iv), each of Parent and the Company shall use its all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions transaction contemplated by this Agreement Agreement, under the HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Act, as amendedxx xxxxded, and any other federal, United States federal or state or foreign statutesstatues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewiththerewith and subject to Section 5.1(a)(iv), if any administrative or judicial action or proceeding Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as inconsistent with or violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its all reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial actionAction, and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and including by vigorously to pursue pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide determines that litigation is not in their respective its best interestinterests. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant Subject to Section 7.15.1(a)(iv), so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each each of Parent and the Company shall use its all reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (ciii) Notwithstanding Subject to Section 5.1(a)(iv) below, each of the parties to this Section 5.4 Agreement agrees to use all reasonable efforts to take, or any cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other provision parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (A) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), (B) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Merger that are necessary to consummate the transactions contemplated by this Agreement or any of required to prevent a Material Adverse Effect on Parent or the Ancillary Agreements, neither Parent nor Sub shall be required, whether before Company from occurring prior to or after the Effective Time, (C) the preparation of the Proxy Statement and the Registration Statement, (D) the execution and delivery of any additional instruments reasonably necessary to consummate the transaction contemplated by, and to fully carry out the purposes of, this Agreement, and (E) the providing of all such information concerning such party, its Subsidiaries, its Affiliates and its Subsidiaries' and Affiliates' officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in this paragraph (iii). (iv) At the request of Parent, the Company and its Subsidiaries shall agree to hold separate (including by trust or otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any action with respect to, or agree to any limitation on, any of their respective businesses, Subsidiaries or assets, provided that any such action is conditioned upon the consummation of the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 5.1(a), neither the Company nor any of its business Subsidiaries shall, without Parent's prior written consent, agree to hold separate (including by trust or assets otherwise) or to divest any of their respective businesses, Subsidiaries or assets, or to take or agree to take any action with respect to, or agree to any limitation on, any of their respective businesses, Subsidiaries or assets. Anything to the contrary in this Agreement notwithstanding, Parent and its Subsidiaries shall not be required to hold separate (including by trust or otherwise) or to divest any of the businesses respective businesses, Subsidiaries or assets of Parent and any of its Subsidiaries and/or the CompanyCompany and any of its Subsidiaries, or enter into to take or agree to take any consent decree action with respect to, or other agreement that would restrict Parent or the Company in the conduct agree to any limitation on, any of its their respective businesses as heretofore conductedin order to satisfy any of their respective obligations under this Agreement, including under this Section 5.1.

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, Companies shall (i) promptly make or cause to be made any the filings required of such party or any of its Subsidiaries Affiliates or affiliates subsidiaries under the HSR Act with respect to the Mergers and the other transactions contemplated hereby as promptly as practicable and provided for in any event within ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials material received by such party or any of its Subsidiaries Affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings filings, the Mergers, or such other transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing filing, the Mergers, or any such other transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings filings, the Mergers, or any such transactionother transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Parent and the Company Companies shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Mergers or any other transactions contemplated by provided for in this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement or all of the Mergers as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Companies decide that litigation is in their best interests, each of Parent and the Company Companies shall cooperate at Parent's sole expense and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanentOrder, that is in effect and that prohibits, prevents, or restricts consummation of the Merger any or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4Mergers. Each of Parent and the Company Companies shall use its reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to the Mergers and such other transactions as promptly as possible after the execution of this Agreement. (c) . Notwithstanding anything to the contrary in this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements7.4, neither (x) Parent nor Sub shall not be required, whether before or after the Effective Time, required to hold separate (including by trust or otherwise) or divest any of its business businesses, product lines, or assets assets, or to take or agree to take any other action or agree to any limitation that would have a Material Adverse Effect on the Business Condition of Parent combined with the Surviving Corporations after Closing, and (y) neither any Company nor any Subsidiary shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a Material Adverse Effect on the businesses or assets Business Condition of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conductedCompanies.

HSR Act Filings. (a) Each of Parent As soon as practicable after the date hereof, the Seller and the Company shall, to the extent applicable, (i) make or cause to be made any Buyer each shall file a Notification and Report Form and such other filings as required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the FTC and the Justice Department concerning the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of by this Agreement, . (iib) comply at The Seller and the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party Buyer shall each use its reasonable best efforts Reasonable Efforts to furnish to each other all such necessary information required for any application or another filing to be made pursuant to any applicable law and reasonable assistance as the other may reasonably request in connection with the Merger preparation of any further necessary filings or submissions under the provisions of the HSR Act. The Seller and the Buyer shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or any other transactions contemplated federal or state antitrust or fair trade Law. Except as prohibited by this Agreement. Each party Law, the Seller and the Buyer shall (i) promptly inform notify the other party Party of any communication withto that Party from the FTC, and the Justice Department, any State Attorney General or any other Governmental Authority and, subject to applicable Laws, permit the other Party to review in advance any proposed understandingwritten communication to any of the foregoing, undertaking(ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or agreement withinquiry concerning this Agreement, any Governmental Entity regarding any related document or the transactions contemplated hereby and thereby unless it consults with the other Party in advance (and such Party will give the other Party a summary of such meeting or discussion promptly thereafter); and (iii) use its Reasonable Efforts to supply to each other copies of all correspondence, filings or any written communications (and memoranda setting forth the substance thereof) by such transaction. (b) Each of Parent and the Company shall use Party or its reasonable best efforts to resolve such objections, if any, as may be asserted by Affiliates with any Governmental Entity Authority or staff members thereof, with respect to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) The Buyer and the Seller each agree, and shall cause their respective Affiliates, to cooperate and to use their respective Reasonable Efforts to obtain any governmental clearances required for Closing, including early termination of the waiting period under the HSR Act and any applicable state antitrust or fair trade Law. The Buyer and the Seller also each agree to use their respective Reasonable Efforts to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable Laws regarding the transactions contemplated by this Agreement: entering into negotiations; providing information; substantially complying with any second request for information pursuant to the HSR Act (to the extent reasonably necessary to obtain required governmental clearances) and making proposals. Notwithstanding anything to the contrary in this Section 5.4 6.5, neither the Buyer nor the Seller, nor any of their Affiliates, shall be required by this Section 6.5 to take any action that would require or any other provision result in holding separate or divesting assets or operations of this Agreement the Seller, the Buyer or any of their Affiliates in order to have satisfied their obligation to use their Reasonable Efforts under this Section 6.5. (d) The Buyer shall pay when due the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after initial filing fee and any other applicable fees required under the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conductedHSR Act.

HSR Act Filings. Reasonable Best Efforts; Notification. (ai) Each of Parent USF and the Company shall, to the extent applicable, Culligan shall (iA) make or cause to be made any the filings required of such party or any of its Subsidiaries subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (iiB) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice (either, each an "HSR Authority") or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiiC) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereofhereinafter defined) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. Neither party shall independently participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting or discussion and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (bii) Each Subject to the limitation set forth in Section 5.1(a)(iv), each of Parent USF and the Company Culligan shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Xxxxx Commission Act, as amendedamxxxxx, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection connec- tion therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent USF and the Company Culligan shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, order whether temporary, preliminary or permanentpermanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts re- stricts consummation of the Merger or any other transactions contemplated by this Agreement, and including, without limitation, by vigorously to pursue pursuing all available avenues of administrative and judicial appeal and all available avail- able legislative action, unless by mutual agreement Parent USF and the Company decide Culligan de- cide that litigation is not in their respective best interestinterests. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding Notwith- standing the foregoing or any other provision of this Agreement, nothing in this Section 5.4 5.1(a) shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.45.1(a). Each of Parent USF and the Company Culligan shall use its reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this AgreementAgreement and shall refrain from taking any action that would have the effect of making the expiration of such notice periods less likely or delay in the Merger in any material respect. (ciii) Notwithstanding Subject to the limitation set forth in Section 5.1(a)(iv), each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Section 5.4 Agreement, including (A) the obtaining of all other necessary actions or any nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other provision necessary registrations and filings, (B) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Merger that are necessary to consummate the Merger and the transactions contemplated by this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before required to prevent a Material Adverse Effect on USF or Culligan from occurring prior to or after the Effective Time, (C) the preparation of the Joint Proxy Statement, the Prospectus and the Registration Statement, (D) the taking of all action necessary to ensure that it is a "poolable entity" eligible to participate in a transaction to be accounted for as a pooling of interests for financial reporting purposes and to ensure that the Merger constitutes a tax-free reorganization within the meaning of Section 368(a)(1)(A), and (E) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (iv) Unless USF and Culligan otherwise agree in writing, if required to avoid an HSR Authority instituting an Action challenging the transactions under this Agreement under the Antitrust Laws and seeking to enjoin or prohibit the consummation of any of the transactions contemplated by this Agreement, USF shall and, at the direction of USF, Culligan shall, hold separate (including by trust or otherwise) or divest any of its business their respective businesses or assets assets, or take or agree to take any action or agree to any limitation required to avoid an HSR Authority instituting an Action challenging the transactions under this Agreement under the Antitrust Laws and seeking to enjoin or prohibit the consummation of any of the businesses transactions contemplated hereby unless such action would require USF or the Surviving Corporation to agree to the sale or divestiture of businesses, properties, product lines or assets having aggregate gross annual sales in excess of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted$150 million.

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent if applicable, (i) promptly make or cause to be made any the filings required of such party or any of its Subsidiaries or affiliates subsidiaries under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of by this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials material received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereofbelow) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction. (b) Each of Parent and the Company shall use its all commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx ActSherxxx Xxx, as amended, the Xxxxxxx ActClayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other federalFederal, state or foreign statutes, rules, regulations, orders, decrees, administrative orders or judicial doctrines or other laws decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use its all reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4transaction. Each of Parent and the Company shall use its all commercially reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. Reasonable Efforts; Notification. (ai) Each of Parent Anadarko and the Company shall, to the extent applicable, Xxxxxx shall (iA) make or cause to be made any the filings required of such party to this Agreement or any of its Subsidiaries subsidiaries or affiliates under the HSR Act Act, if applicable, with respect to the transactions contemplated hereby by this Agreement as promptly as practicable and in any event within ten seven business days after the date of this Agreement, (iiB) comply at the earliest practicable date with any request under the HSR Act Act, if applicable, for additional information, documents, or other materials received by such party to this Agreement or any of its Subsidiaries subsidiaries from the United States Federal Trade Commission or the United States Department of Justice (either, an "HSR Authority") or any other Governmental Entity Authority in respect of such filings or such transactions, and (iiiC) cooperate with the other party parties to this Agreement in connection with any such filing filing, if applicable (including, with respect to the party to this Agreement making a filing, providing copies of all such documents to the nonfiling party non-filing parties to this Agreement and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.4(b) hereof5.1(a)(ii)) with respect to any such filing or any such transaction. Each party hereto shall use its all reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Laws in connection with the Merger and the other transactions contemplated by this Agreement. Each party hereto shall promptly inform the other party parties hereto of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, if applicable, or other Antitrust Laws. Anadarko and Xxxxxx may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 for review by "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Anadarko or Xxxxxx, as the case may be) or its legal counsel, provided, however, that materials concerning the valuation of Xxxxxx may be redacted. (bii) Each of Parent Anadarko and the Company Xxxxxx shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the transactions contemplated by A-19 this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding Action is instituted (or threatened to be instituted) challenging any transaction of the transactions contemplated by this Agreement as violative of any Antitrust LawLaws, each of Parent Anadarko and the Company Xxxxxx shall cooperate and use its commercially reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial actionAction, and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and including by vigorously to pursue pursuing all available avenues of administrative and judicial appeal and all available legislative actionaction unless, unless by mutual agreement Parent agreement, Anadarko and the Company Xxxxxx decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate thereininterests. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 5.1(a) shall limit a partyparty hereto's right to terminate this Agreement pursuant to Section 7.1, so long as such party has hereto has, up to then then, complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement5.1(a). (ciii) Notwithstanding Each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the transactions contemplated by this Section 5.4 Agreement, including (A) the obtaining of all other necessary actions or any nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other provision necessary registrations and filings (including other filings with Governmental Authorities, if any), (B) the obtaining of all consents, approvals or waivers from third parties related to or required in connection with the Merger that are necessary to consummate the Merger and the transactions contemplated by this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before required to prevent a Material Adverse Effect on Xxxxxx from occurring prior to or after the Effective Time, (C) the preparation of the Proxy Statement, and (D) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and, unless prohibited by Applicable Laws, the providing of all such information concerning such party, its subsidiaries, its affiliates and its subsidiaries' officers, directors, employees and partners as may be reasonably requested in connection with any of the matters set forth in this subclause (iii). (iv) Notwithstanding anything to the contrary in this Agreement, (A) neither Anadarko nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of its business their respective businesses or assets or (including, following the Effective Time, any of the businesses or assets of the CompanySurviving Corporation and its subsidiaries), or enter into to take or agree to take any consent decree action or other agreement that would restrict Parent agree to any limitation with respect to the ownership or holding of any of their respective businesses or assets (including, following the Company in Effective Time, any of the conduct businesses or assets of the Surviving Corporation and its subsidiaries), (B) prior to the Effective Time, neither Xxxxxx nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other action or agree to any limitation with respect to the ownership or holding of any of their respective businesses or assets, (C) neither any party hereto nor their respective subsidiaries shall be required to take any action that would, or could reasonably be expected to, substantially impair the benefits expected, as heretofore conductedof the date of this Agreement, to be realized by Anadarko from consummation of the Merger, and (D) no party to this Agreement shall be required to waive any of the conditions to the Merger set forth in Article VI as they apply to such party to this Agreement.

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, (i) make or cause to be made any filings required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly As soon as practicable after the date hereof and in any event within ten business days after (10) Business Days following the date of this the Agreement, (ii) comply at the earliest practicable date with any request Companies and the Buyer Parties each shall file a Notification and Report Form and such other filings as required under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger FTC and the other Justice Department concerning the transactions contemplated by this Agreement. Each party . (ii) The Companies and the Buyer Parties shall promptly inform furnish to each other such necessary information and reasonable assistance as the other party may reasonably request in connection with the preparation of any further necessary filings or submissions under the provisions of the HSR Act. The Companies and the Buyer Parties shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or any other federal or state antitrust or fair trade Law. Except as prohibited by Law, the Companies and the Buyer Parties shall (A) promptly notify the other Party of any communication withto that Party from the FTC, and the Justice Department, any State Attorney General or any other Governmental Authority and, subject to applicable Laws, permit the other Party to review in advance any proposed understandingwritten communication to any of the foregoing, undertaking(B) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or agreement withinquiry concerning this Agreement, any Governmental Entity regarding any related document or the transactions contemplated hereby and thereby unless it consults with the other Party in advance (and such Party will give the other Party a summary of such meeting or discussion promptly thereafter); and (C) supply to each other copies of all correspondence, filings or any written communications (and memoranda setting forth the substance thereof) by such transaction. (b) Each of Parent and the Company shall use Party or its reasonable best efforts to resolve such objections, if any, as may be asserted by Affiliates with any Governmental Entity Authority or staff members thereof, with respect to the transactions contemplated by this Agreement Agreement. (iii) The Buyer and the Companies each agree, and shall cause their respective Affiliates, to cooperate and to take any and all actions necessary to obtain any governmental clearances required for Closing with respect to the HSR Act or any other federal or state antitrust or fair trade Law, including early termination of the waiting period under the HSR Act and any applicable state antitrust or fair trade Law. The Buyer Parties and the Companies also each agree to take any and all actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction with respect to the HSR Act or any other federal or state antitrust or fair trade Law regarding the transactions contemplated by this Agreement. (iv) The Buyer shall pay when due the initial filing fee and any other applicable fees required under the HSR Act, and the Xxxxxxx ActCompanies shall reimburse the Buyer for one-half of such amount paid by the Buyer within two (2) Business Days following such payment. (v) Notwithstanding anything herein to the contrary, as amendednothing in this Agreement shall require the Buyer Parties or any of its Affiliates to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of its assets or limits on its freedom of action with respect to any of its businesses, whether prior to or after the Xxxxxxx ActClosing Date, as amendedor to commit or agree to any of the foregoing, in order to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Federal Trade Commission Acttransactions contemplated by this Agreement relating to antitrust Laws or to avoid the entry of, as amendedor to effect the dissolution of, and any other federalinjunction, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines temporary restraining order or other laws that are designed order in any Proceeding relating to prohibitthe HSR Act or other antitrust, restrict competition, premerger, notification or regulate actions having the purpose trade-regulation law, regulation or effect of monopolization or restraint of trade (collectively, "Antitrust Laws")order. In addition, notwithstanding anything to the contrary herein, nothing in this Section 5.4 shall require any of the Parties to disclose to the other Parties confidential information about third parties in connection therewithwith seeking approvals from Governmental Authorities to the extent that such disclosures would constitute violations of Contractual obligations or legal duties, provided that this sentence shall not permit any Party to fail to disclose any information required to be filed with a Governmental Authority by this Agreement. (vi) Subject to Section 5.4(b)(v), if any administrative or judicial action or proceeding Proceeding is instituted (or threatened to be instituted) threatened), challenging any the transaction contemplated by this Agreement as violative of any Antitrust LawLaws, or if any decree, judgment, injunction or other order is entered, enforced or attempted to be entered or enforced, by a court or other Governmental Authority, which decree, judgment, injunction or other order would make the transactions contemplated by this Agreement illegal or would otherwise prohibit, prevent, restrict, impair or delay consummation of the transactions contemplated hereby, each of Parent the Buyer Parties and the Company Companies shall cooperate and use its reasonable best efforts vigorously Reasonable Efforts to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any such decree, judgment, injunction or other order, whether temporary, preliminary preliminary, or permanent, that is in effect and that prohibits, prevents, prevents or restricts consummation of the Merger transaction contemplated by this Agreement and to have such decree, judgment, injunction or any other order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, shall (iA) make or cause to be made any the filings required of such party hereto or any of its Subsidiaries subsidiaries or affiliates under the HSR Act and any similar foreign competition or Antitrust Laws with respect to the transactions contemplated hereby by this Agreement as promptly as practicable and and, with respect to the HSR Act, in any event within ten business days (10) Business Days after the date of this Agreement, (iiB) comply at the earliest practicable date with any request under the HSR Act or any similar foreign competition or Antitrust Laws for additional information, documents, or other materials received by such party hereto or any of its Subsidiaries subsidiaries from the United States Federal Trade Commission or the United States Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iiiC) cooperate with the other party in connection with any such filing (including, with respect to the party hereto making a filing, providing copies of all such documents to the nonfiling non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger of Parent and the other transactions contemplated by this Agreement. Each party Company shall promptly inform the other party parties hereto of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings filing. No party hereto shall independently participate in any meeting, or engage in any such transaction. (b) Each of Parent and the Company shall use its reasonable best efforts to resolve such objectionssubstantive conversation, if any, as may be asserted by with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party hereto prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with respect one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other foreign competition or Antitrust Laws. Each of the parties hereto will use all commercially reasonable efforts to secure termination of any waiting periods under the HSR Act and any similar foreign competition or Antitrust Laws and obtain the approval of any other Governmental Entity for the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.11 "outside counsel only." Such materials and the information contained therein shall use be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its reasonable best efforts to take such action as legal counsel; provided, however, that materials concerning the valuation of the Company may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreementredacted. (cb) Notwithstanding anything to the contrary in this Section 5.4 or any other provision of this Agreement or any of the Ancillary AgreementsAgreement, (i) neither Parent nor Sub any of its Subsidiaries shall be required, whether before or after the Effective Time, required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation with respect to the ownership or holding of any of their respective businesses or assets, (ii) neither the Company nor any of its business Subsidiaries shall be required to hold separate (including by trust or assets otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other action or agree to any limitation with respect to the ownership or holding of any of their respective businesses or assets, (iii) neither any party hereto nor their respective Subsidiaries shall be required to take any action that could reasonably be expected to substantially impair the benefits expected to be realized by Parent from consummation of the Merger or (iv) Parent shall not be required after consummation of the Merger to Company to hold separate (including by trust or otherwise) or to divest any of the respective businesses or assets of the CompanyCompany or any of its Subsidiaries, or enter into to take or agree to take any consent decree other action or other agreement that would restrict Parent agree to any limitation with respect to the ownership or holding of any of the respective businesses or assets of the Company in the conduct or any of its respective businesses as heretofore conductedSubsidiaries.

HSR Act Filings. (a) Each of Parent As soon as practicable after the date hereof, and in any event prior to fourteen (14) days after the date hereof, the Target and the Company shall, to the extent applicable, (i) make or cause to be made any Buyer each shall file a Notification and Report Form and such other filings as required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or (“FTC”) and the United States Department of Justice (either, an "HSR Authority"the “Justice Department”) or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with concerning the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction. (b) Each of Parent The Target and the Company Buyer shall use its furnish to each other such necessary information and reasonable best efforts assistance as the other may reasonably request in connection with the preparation of any necessary filings or submissions under the provisions of the HSR Act. The Target and the Buyer shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to resolve such objectionsthe HSR Act or any other federal or state antitrust or fair trade Law. The Target and the Buyer shall (i) promptly notify the other Party of any communication to that Party from the FTC, if anythe Justice Department, as may be asserted by any State Attorney General or any other Governmental Authority and, subject to applicable Laws, permit the other Party to review in advance any proposed written communication to any of the foregoing, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Entity Authority in respect of any filings, investigation or inquiry concerning this Agreement, any related document or the transactions contemplated hereby and thereby unless it consults with the other Party in advance (and such Party will give the other Party a summary of such meeting or discussion promptly thereafter); and (iii) supply to each other copies of all correspondence, filings or written communications (and memoranda setting forth the substance thereof) by such Party or its Affiliates with any Governmental Authority or staff members thereof, with respect to the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or The Buyer and the Target each agree, and shall cause their respective Affiliates, to cooperate to obtain any other provision of this Agreement or any governmental clearances required for Closing, including early termination of the Ancillary Agreements, neither Parent nor Sub waiting period under the HSR Act and any applicable state antitrust or fair trade Law. The Buyer and the Target also each agree to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable Laws regarding the transactions contemplated by this Agreement: entering into negotiations; providing information; substantially complying with any second request for information pursuant to the HSR Act (to the extent reasonably necessary to obtain required governmental clearances); and making proposals. (d) The costs of any filing fees required in connection with any filing made under the HSR Act shall be required, whether before or after the Effective Time, to hold separate (including borne by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conductedBuyer.

HSR Act Filings. Reasonable Efforts; Notification. (ai) Each of Parent and the Company shall, to the extent applicable, shall (iA) make or cause to be made any the filings required of such party or any of its Subsidiaries subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten five business days after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iiiB) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Foreign Antitrust Laws the parties reasonably agree are applicable (as defined in Section 5.4(b) hereofthe "Agreed Foreign Approvals") with respect to any such filing or any such transaction. Each party shall use its all reasonable best efforts to furnish to each other all information required for any application or another other filing to be made pursuant to any applicable law Applicable Laws in connection with the Merger Mergers and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings or any such transaction. Neither party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust Laws. (bii) Each of Parent and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any Governmental Entity Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, any Foreign Antitrust Laws, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity Authority relating to any of the foregoing described in this paragraph (ii) or to the matters described in paragraph (i) of this Section 5.45.1(a), provided that it shall afford the Company a reasonable opportunity to participate therein, and provided, further, that nothing in this sentence shall affect the parties' rights and obligations contained in the third, fourth and fifth sentences of Section 5.1(a)(i). Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 5.1(a) shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.45.1(a). Each of Parent and the Company shall use its all reasonable best efforts to take such action as may be required to cause the expiration or early termination of any the notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (ciii) Notwithstanding Each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement, including (A) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, permits, authorizations, orders and approvals from Governmental Authorities and the making of all other necessary registrations and filings (including other filings with Governmental Authorities, if any), subject to the limitations of Section 5.4 5.1(a)(ii), (B) the obtaining of all consents, approvals or any other provision of waivers from third parties related to or required in connection with the Mergers that are necessary to consummate the Mergers and the transactions contemplated by this Agreement or any of required to prevent a Material Adverse Effect on Parent or the Ancillary Agreements, neither Parent nor Sub shall be required, whether before Company from occurring prior to or after the Effective Time, (C) the preparation of the Proxy Statement, the Prospectus and the Registration Statement, (D) the taking of all action necessary to ensure that the Mergers constitute a reorganization within the meaning of Section 368(a) of the Code and (E) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (iv) Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Company shall be required to (i) hold separate (including by trust or otherwise) or divest any of its business their respective businesses or assets or (ii) waive any of the businesses or assets conditions to the Mergers set forth in Article VI of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses this Agreement as heretofore conductedthey apply to such party.

HSR Act Filings. (a) Each of Parent Buyer and the Company shall, to the extent applicable, shall (i) promptly make or cause to be made any the filings required of such party or any of its Subsidiaries affiliates or affiliates subsidiaries under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this AgreementTransaction, (ii) prior to the time that a request for additional information is made, comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials material received by such party or any of its Subsidiaries affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings filings, the Transaction or such other transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing filing, the Transaction, or any such other transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication withmaterial communication, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings filings, the Transaction, or any such transactionother transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Parent Buyer and the Company shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transaction or any other transactions contemplated by provided for in this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement the Transaction as violative of any Antitrust Law, and, if by mutual agreement, Buyer and the Company decide that litigation is in their best interests, each of Parent Buyer and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, Proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanentOrder, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4Transaction. Each of Parent Buyer and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such transactions the Transaction as promptly as possible after the execution of this Agreement. (c) . Notwithstanding anything to the contrary in this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements8.2, neither Parent nor Sub (x) Buyer shall not be required, whether before or after the Effective Time, required to hold separate (including by trust or otherwise) or divest any of its business businesses, product lines, or assets assets, or to take or agree to take any other action or agree to any limitation that would have a Material Adverse Effect on the Business Condition of Buyer or the Company after Closing, and (y) the Company shall not be required to divest any of its businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a Material Adverse Effect on the businesses or assets Business Condition of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. (a) Each of Parent and the Company shall, to the extent applicable, (i) make or cause to be made any filings required of such party or any of its Subsidiaries or affiliates under the HSR Act with respect to the transactions contemplated hereby as promptly As soon as practicable and in any event within ten business days after the date of this Agreementhereof, (ii) comply at the earliest practicable date with any request under Purchaser and Seller agree to make such filings, if any, and use commercially reasonable efforts to obtain such requisite approvals as may be required by the HSR Act for additional information, documents, or other materials received by such party or any of its Subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (includingAct, with respect to the party making a filingconsummation of the Transactions, providing copies and shall thereafter file or cause to be filed as promptly as practicable with the United States Federal Trade Commission and the United States Department of all such documents Justice any supplemental information which may be requested pursuant to the nonfiling party and its advisors prior HSR Act and/or to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation secure the expiration or other inquiry early termination of any such agency or other Governmental Entity applicable waiting periods under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transactionthe HSR Act. Each party shall use its reasonable best efforts of Purchaser and Seller will cause any filings referred to furnish in this Section 5.12(a) to each other comply in all information required for any application or another filing to be made material respects with the requirements of the respective laws pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transactionwhich they are made. (b) Each Without limiting the generality or effect of Parent Section 5.12(a), if such an HSR Act filing is required, each of Purchaser and the Company Seller shall (i) use its commercially reasonable best efforts to resolve such objectionscomply as expeditiously as possible with all lawful requests of Governmental Entities for additional information and documents pursuant to the HSR Act, if any, as may be asserted by (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity with respect not to consummate the transactions contemplated by this Agreement under HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, except with the prior consent of the other party, (iii) reasonably cooperate with each other and vigorously use commercially reasonable efforts to pursue all available avenues cause the lifting or removal of any temporary restraining order, preliminary injunction or other judicial or administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and order which may be entered into in connection with the Company decide Transactions (provided that litigation is not in their respective best interest. Parent neither Purchaser nor Seller shall be entitled required to direct divest itself of any proceedings assets or negotiations properties) and, prior to or after the Closing, pursue the underlying litigation or administrative proceeding diligently and in good faith, (iv) give each other advance notice prior to having any substantive meeting or discussion with any Governmental Entities; (v) coordinate with each other in advance of giving any written or oral presentation to any Governmental Entity and request of such Governmental Entity that both parties be present at any such presentation, and (vi) debrief each other after any meetings/conversations with any Governmental Entity relating to any in which only one party participated. Seller and Purchaser shall each be responsible for fifty percent (50%) of the foregoing described filing costs in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as connection with making such party has up to then complied in all material respects with its obligations under this Section 5.4. Each of Parent and the Company shall use its reasonable best efforts to take such action as may be required to cause the expiration of any notice period under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreementfilings. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conducted.

HSR Act Filings. Reasonable Efforts; Notification. (a) Each of Parent and the Company shall, to the extent applicable, shall (i) promptly make or cause to be made any the filings required of such party or any of its Subsidiaries or affiliates subsidiaries under the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of by this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials material received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings or such transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereofbelow) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings or any such transaction. Subject to the provisions of Section 7.1(e), neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Parent and the Company shall use its all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative orders or judicial doctrines or other laws decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, and, if by mutual agreement, Parent and the Company decide that litigation is in their best interests, each of Parent and the Company shall cooperate and use its all reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanentpermanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4transaction. Each of Parent and the Company shall use its all reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding this Section 5.4 or any other provision of this Agreement or any Subject to the fiduciary duties of the Ancillary AgreementsBoard of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, each of the parties agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all other necessary registrations and filings (including other filings with Governmental Entities, if any), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the preparation of the Company Disclosure Documents and the Offer Documents, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (d) Notwithstanding anything to the contrary in Section 7.1(a), (b) or (c), but subject to the provisions of Section 7.1(e), (i) neither Parent nor Sub any of its subsidiaries shall be requiredrequired to divest any of their respective businesses, whether before product lines or assets, (ii) neither Parent nor any of its subsidiaries shall be required to take or agree to take any other action or agree to any limitation that could reasonably be expected to have an adverse effect on the business, assets, condition (financial or otherwise), results of operations or prospects of Parent and its subsidiaries taken as a whole or of Parent combined with the Surviving Corporation after the Effective Time, (iii) neither the Company nor its subsidiaries shall be required to hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect, and (iv) no party shall be required to agree to the imposition of or to comply with, any condition, obligation or restriction on Parent or any of its business subsidiaries or assets on the Surviving Corporation or any of its subsidiaries of the type referred to in clause (a) or (b) of Annex I and (v) neither Parent nor Merger Subsidiary shall be required to waive any of the conditions to the Offer set forth in Annex I or any of the businesses conditions to the Merger set forth in Section VIII. (e) Notwithstanding anything to the contrary in Section 7.1(a), (b), (c) or assets (d), the parties agree as follows: (i) For a period of 90 days following the last to occur of (A) substantial compliance by Parent and Merger Subsidiary with any request under the HSR Act for additional information, documents, or other material received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice ("FTC/DOJ") and (B) substantial compliance by the Company with any request under the HSR Act for additional information, documents, or other material received by such party or any of its subsidiaries from FTC/DOJ, Parent and Merger Subsidiary shall attempt to resolve any objections asserted by FTC/DOJ generally as described in Section 7.1(b), (c) and (d). (ii) If after the 90 day period set forth in Section 7.1(e)(i), objections continue to be asserted by FTC/DOJ which would threaten to prevent completion of the Merger, (A) first, Parent and the Company shall consult and mutually determine whether to litigate over the continuing objections, or (B) if within five days Parent and the Company do not mutually agree to litigate, the Company shall have the right for a period of 30 days to meet separately with FTC/DOJ to develop a plan to resolve the continuing objections, such resolution to be on a basis reasonably calculated to meet the objections of the FTC/DOJ. During this period, the Company will continue to keep Parent and Merger Subsidiary informed of its discussions and consult with Parent and Merger Subsidiary on possible resolutions of the continuing objections. (iii) After the Company and FTC/DOJ have agreed upon a plan, Parent shall have a period of 90 days after such plan has been provided to Parent in which to effect the plan, or a similar plan to which FTC/DOJ consents or otherwise indicates its willingness for Parent to proceed so as to permit the consummation of the Merger. Parent shall not be obligated to effect on the plan in any specific manner and shall not be required to refrain from discussing changes to the plan with either the Company or FTC/DOJ. (iv) If Parent has not within the 90 day period completed effecting the plan as contemplated by Section 7.1(e)(iii), then, Parent shall choose one of the following: (A) within 15 days, fully resolve any continuing objection or enter into a consent decree on reasonable terms setting forth the terms of the plan developed by the Company and FTC/DOJ under Section 7.1(e)(ii), or (B) (1) escrow an amount equal to the aggregate purchase price for the number of Shares representing the Minimum Condition, on terms outlined in Annex III to this Agreement, and (2) use all reasonable efforts vigorously to contest and resist any action or proceeding instituted by FTC/DOJ. In the event that Parent chooses to contest or resist any action or proceeding instituted by FTC/DOJ under Section 7.1(e)(iv), the Company shall fully cooperate with and support Parent in such efforts. (v) Parent may at any time, in lieu of continuing with the provisions of Section 7.1(e)(i) through (iii), elect to immediately follow the provisions of Section 7(e)(iv)(B). (vi) In the event Parent has elected, pursuant to Section 7.1(e)(iv)(B), to contest or resist any action or proceeding instituted by FTC/DOJ and a final, nonappealable order by a court of competent jurisdiction has been issued which prevents the completion of the Merger, then Parent and the Company will take the following steps: (A) The Company will increase its Board of Directors from seven to 14 and elect seven members nominated by Parent. The new Board of Directors will work together to take all steps, including disposition of assets, to remove any FTC/DOJ objections to completing the Merger. (B) In the event that, after 90 days, the new Board of Directors is unable to agree to a plan to resolve the FTC/DOJ objections, then the Board will delegate the responsibility to (1) develop a plan to resolve the FTC/DOJ objections to a three person committee of Xxxxxx Xxxxx (or in his absence, a designee of Parent's Board), Xxxxxx X. Xxxxxxxxxx (or in his absence, a designee of the Company's Board) and a senior member of Credit Suisse First Boston and (2) execute such plan. (f) Each party shall give prompt notice to the other parties upon learning of (i) any representation or warranty made by it contained in this Agreement was untrue or inaccurate in any respect as of the date hereof or (ii) the failure by it to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, -------- warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (g) The Company shall give prompt notice to Parent, and Parent or Merger Subsidiary shall give prompt notice to the Company, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it or any of its subsidiaries (x) which, in the case of the Company, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Section 4.1(g), 4.1(h), 4.1(i), 4.1(k), 4.1(l), 4.1(o) or enter into any consent decree or other agreement that would restrict Parent or the Company (y) in the conduct case of its respective businesses as heretofore conductedany party, which relate to the consummation of the transactions contemplated by this Agreement.

HSR Act Filings. Reasonable Efforts; Notification. (a) Each of Parent WorldQuest and the Company shall, to the extent applicable, Ntera shall (i) if required, promptly make or cause to be made any the filings required of such party or any of its Subsidiaries or affiliates subsidiaries under the HSR Act and any other Antitrust Laws with respect to the Merger and the other transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of by this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act or such other Antitrust Laws (as defined below) for additional information, documents, or other materials material received by such party or any of its Subsidiaries subsidiaries from the Federal Trade Commission or the Department of Justice (either, an "HSR Authority") or any other Governmental Entity in respect of such filings filings, the Merger or such other transactions, and (iii) cooperate with the other party in connection with any such filing (including, with respect to the party making a filing, providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, to accept all reasonable changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.4(b) hereof) with respect to any such filing or any such transaction. Each party shall use its reasonable best efforts to furnish to each other all information required for any application or another filing to be made pursuant to any applicable law in connection with filing, the Merger and the or such other transactions contemplated by this Agreementtransactions. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings filings, the Merger or such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such transactionfilings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Parent WorldQuest and the Company Ntera shall use its all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger or any other transactions contemplated by provided for in this Agreement under the HSR Act, the Xxxxxxx Sxxxxxx Act, as amended, the Xxxxxxx Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative orders or judicial doctrines or other laws decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any transaction contemplated by other transactions provided for in this Agreement as violative of any Antitrust Law, and, if by mutual agreement, WorldQuest and Ntera decide that litigation is in their best interests, each of Parent WorldQuest and the Company Ntera shall cooperate and use its all reasonable best efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, proceeding and to have vacated, lifted, reversed reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanentpermanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any such other transactions contemplated by this Agreement, and vigorously to pursue all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interest. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing described in this Section 5.4, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.4transactions. Each of Parent WorldQuest and the Company Ntera shall use its all reasonable best efforts to take such action as may be required to cause the expiration of any the notice period periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. (c) Notwithstanding Upon the terms and subject to the conditions hereof, each of the parties agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all other necessary registrations and filings (including other filings with Governmental Entities, if any), (ii) the obtaining of all consents, approvals or waivers from third parties identified on Section 5.4 6.2 of the Ntera Disclosure Schedule, (iii) the preparation of the WorldQuest Proxy Statement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (d) Each party shall give prompt notice to the other of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (e) WorldQuest shall give prompt notice to Ntera, and Ntera shall give prompt notice to WorldQuest, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it or any other provision of its subsidiaries which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Section 3.1 or any 3.2 or which relate to the consummation of the Ancillary Agreements, neither Parent nor Sub shall be required, whether before or after the Effective Time, to hold separate (including transactions contemplated by trust or otherwise) or divest any of its business or assets or any of the businesses or assets of the Company, or enter into any consent decree or other agreement that would restrict Parent or the Company in the conduct of its respective businesses as heretofore conductedthis Agreement.