Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, including Section 6.6(b), Merger Partner and Public Company shall each use reasonable best efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Merger Partner or Public Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in obtaining) connection with the making of all such filings. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Each of Merger Partner and Public Company shall give (or made by Parent, the Company or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. (a) Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub Company will, and will cause its Subsidiaries to, take use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement as soon as practicable after the date hereof and (aii) to obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party that is required to be obtained or made by Parent, the Company or Parent or any of their respective Subsidiaries in connection with the Merger Merger, the financing contemplated by the Financing Commitments and the other transactions contemplated by this Agreement, including all steps necessary to promptly identify any impediments to complying with all legal requirements or to obtaining such consents, authorizations, orders, approvals, or exemptions. Parent and Company will cooperate with one another and with Governmental Entities to resolve or settle any issues as early as possible and with a view to the Termination Date. Nothing in this Agreement will require, or be deemed to require, the parties to this Agreement to agree to take any of the following actions in order to obtain the consent, authorization, order, approval or exemption of any Governmental Entity in order to satisfy the condition set forth in Section 7.1(c) where such actions would have a Material Adverse Effect on the party taking the action or would result in a breach the obligations of Parent or any Parent Subsidiary under the agreements listed in Section 6.4(a) of the Parent Disclosure Schedule or of the Company or any Company Subsidiary under the agreements listed in Section 6.4(b) of the Company Disclosure Schedule: (i) sell, hold separate or otherwise dispose of assets of such party or its Subsidiaries or conduct its business in a specified manner; (ii) agree to sell, hold separate or otherwise dispose of assets of such party or its Subsidiaries or conduct its business in a specified manner; or (iii) permit assets of such party or its Subsidiaries to be sold, held separate or disposed of or permit its business to be conducted in a specified manner. This Section 6.4 does not require either the Parent or the taking Company to enter into any agreement with a third party to undertake any obligations or make any divestitures, unless such agreement is conditioned on the consummation of any action the transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to furtherance and not in limitation of the foregoing, each covenants of the parties will contained in Sections 6.1 or 6.4(a), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (xor threatened to be instituted) take promptly all actions necessary to challenging any transaction contemplated by this Agreement as violative of any applicable Law or legal obligation or requirement, or if any statute, rule, regulation or Injunction is enacted, entered, promulgated or enforced by a Governmental Entity that would make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated hereby illegal or would otherwise prohibit or materially impair or materially delay the consummation of the Merger or the other transactions contemplated hereby, each of the Company and Parent will cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any judgment, Injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement commenced and to have such statute, rule, regulation or Injunction repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4(b) will limit either the FTC Company's or Parent's right to terminate this Agreement pursuant to Article VIII so long as such party has up to the Antitrust Division date of termination complied with its obligations under this Section 6.4. (c) Each party hereto and its Board of Directors will, if any Takeover Statute becomes applicable to this Agreement, the Merger or state attorneys generalany other transactions contemplated hereby, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute on this Agreement, the Merger and the other transactions contemplated hereby. (d) Immediately following the execution of this Agreement, Parent will adopt this Agreement as the sole stockholder of Merger Sub.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, the Company and Parent shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. The Company and Parent shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Parent nor any of its Subsidiaries shall be required to be obtained or made by Parent, the Company or (i) 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 on Parent or on Parent combined with the Company after the Effective Time, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Company Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Parent Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Company Material Adverse Effect or Regulatory Authorities a Parent Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of ICBC and Sub will take SIB shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger or the Savings Bank Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by SIB or made by Parent, the Company ICBC or any of their respective Subsidiaries in connection with the Merger or and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of any such action contemplated thereby or by this Agreement and the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c). (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as conditions of this Agreement (including the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request proviso in connection therewith. In addition to and not in limitation of the foregoingSection 7.5(a)), each of ICBC and SIB agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which ICBC or SIB is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Article VIII hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party in connection with such party's filings under consummation of the HSR Act and in connection with resolving any investigation transactions contemplated hereby or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalseeking material damages.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of Washington Mutual and Sub will take Dime shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Section 8 hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by Dime or made by Parent, the Company Washington Mutual or any of their respective Subsidiaries in connection with the Merger or and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of any such action contemplated thereby or by this Agreement and the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c). (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation conditions of the foregoingthis Agreement, each of Washington Mutual and Dime agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which Washington Mutual or Dime is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Section 8 hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party in connection with such party's filings under consummation of the HSR Act and in connection with resolving any investigation transactions contemplated hereby or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalseeking material damages.

Legal Conditions to Merger. Each Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub willCompany shall, and will shall cause its Subsidiaries to, take all use their reasonable actions necessary to best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply as promptly as reasonably practicable with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger, the Parent Share Issuance and the other transactions contemplated by this Agreement (including the furnishing of information for, and the preparation and filing of, all necessary and proper statements, forms, registrations, filings, notices, representation letters, and declarations related to the Merger); (b) to cause the conditions set forth in Article VII to be satisfied and to consummate the transactions contemplated by this Agreement in a reasonably expeditious manner (including the furnishing of customary representation letters to enable tax opinions to be rendered); and (c) to obtain (and will to cooperate with each other in obtainingthe Other Party to obtain) any material consent, authorization, order Order or approval of, or any exemption or waiver by, any Governmental Entity or (including any Requisite Approvals) and any other public or private third party, Third Party that is required to be obtained or made by Parent, the Company or Parent or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced Agreement. Upon either Party’s receipt of a communication from any Governmental Entity that causes such Party to believe that there is a reasonable likelihood that any Stockholder Approval will not be obtained or that the receipt of any required consent or approval may be materially delayed, such Party shall promptly (i) advise the Other Party and (ii) to the extent permitted by either Law, provide the FTC or the Antitrust Division or state attorneys generalOther Party with a copy of such communication.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, including Section 6.7(b), SkillSoft and SmartForce shall each use commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by SkillSoft or SmartForce or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby (iii) as promptly as practicable, Parent and Sub willmake all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, (C) the Irish Mergers Act, (D) the Irish Takeover Act, and (E) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. SkillSoft and SmartForce shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. SkillSoft and SmartForce shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, SmartForce and SkillSoft agree that nothing contained in this Section 6.7(a) shall modify or made by Parentaffect their respective rights and responsibilities under Section 6.7(b). (b) Subject to the terms hereof, the Company or any SmartForce and SkillSoft agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Irish Mergers Act and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade reasonably determined by the parties to apply (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Antitrust Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Notwithstanding anything in this Agreement to the contrary in this Section 6.7, neither SmartForce nor SkillSoft shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of SmartForce or SkillSoft or the holding separate of the shares of SkillSoft Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of SmartForce or SkillSoft to conduct its business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of SkillSoft Common Stock (or shares of stock of the Surviving Corporation) or (ii) take any action under this Section 6.7 if the United States Department of Justice or the United States Federal Trade Commission or any applicable foreign regulatory agency authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of SkillSoft and SmartForce shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or the taking of any action contemplated thereby required to be disclosed in SkillSoft Disclosure Schedule or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties SmartForce Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a SkillSoft Material Adverse Effect or Regulatory Authorities a SmartForce Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing, provided that it shall afford Seller a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Buyer nor any of its Subsidiaries shall be required to be obtained or made by Parent, the Company or (i) 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 on Buyer or of Buyer combined with Seller after the Effective Time, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, including Section 6.6(b), Merger Partner and Public Company shall each use reasonable best efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Merger Partner or Public Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in obtaining) connection with the making of all such filings. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, required filing to be obtained made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. (b) Each of Merger Partner and Public Company shall give (or made by Parent, the Company or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (a) The Company will take, and will cause each of the Companyits Subsidiaries to take, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself the Company or any of its Subsidiaries with respect to the Merger (which actions shall include, without limitation, including furnishing all information required in connection with approvals under the HSR Act and under applicable antitrust laws of or filing with any Governmental Entityforeign country) and will take, and will cause each of its Subsidiaries to take, all reasonable actions necessary to cooperate promptly cooperate with each other and furnish information to each other the Purchaser or Parent in connection with any such requirements imposed upon any of them the Purchaser or any of their Subsidiaries Parent in connection with the Merger. Each of the Company, Parent and Sub willThe Company will take, and will cause each of its Subsidiaries toto take, take all reasonable actions necessary to (a) obtain (and will take and cause to be taken all reasonable actions necessary to cooperate promptly with each other the Purchaser and Parent in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity Entity, or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries Subsidiary (or by the Purchaser or Parent) in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewithAgreement. In addition to and not in limitation of the foregoing, each of prior to the Effective Time, the parties shall take, or cause to be taken, all such actions as may be necessary or appropriate in order to effectuate, as expeditiously as practicable, the Merger and the other transactions contemplated by this Agreement, including any necessary consents and waivers. (b) The Purchaser and Parent will (x) take promptly all reasonable actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date promptly with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant all legal requirements which may be imposed on them with respect to the HSR Act, and Merger (z) cooperate with the other party in connection with such party's filings including furnishing all information required under the HSR Act and under applicable antitrust laws of any foreign country) and will take all reasonable actions necessary to cooperate promptly with and furnish information to the Company in connection with resolving any investigation such requirements imposed upon the Company or any of its Subsidiaries in connection with the Merger. The Purchaser and Parent will take all reasonable actions necessary to obtain (and will take all reasonable actions necessary to cooperate promptly with the Company in obtaining) any consent, authorization, order or approval of, or exemption by, any Governmental Entity, or other inquiry concerning third party, required to be obtained or made by the Purchaser or Parent (or by the Company or any of its Subsidiaries) in connection with the Merger or the other matters taking of any action contemplated thereby or by this Agreement commenced by either Agreement. (c) Notwithstanding anything to the FTC contrary in this Agreement, including without limitation Section 5.2(b), as a result of filings made with Governmental Entities pursuant to this Agreement, neither Parent nor any of its subsidiaries, nor the Company nor any of its Subsidiaries, shall be required to divest any of their respective businesses, product lines or the Antitrust Division assets, or state attorneys generalagree to any other limitation with respect to its business.

Legal Conditions to Merger. Each of (a) Company and Parent shall each use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained by Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Company, Parent and Sub willtransactions contemplated hereby including the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Company and Parent shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such filings to the non-filing party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) prevents or prohibits the consummation of the Merger or any consentother transactions contemplated by this Agreement, authorizationincluding by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will consult and cooperate with one another, order 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 approval submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. Subject to the requirements of applicable law, Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, provided that Parent shall afford -------- Company a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither ------------ Parent nor Company nor any of their respective Subsidiaries shall be required to sell or otherwise dispose of, or any exemption byhold separate (through the establishment of a trust or otherwise), any Governmental Entity assets or other public categories of assets, or private third party, required to be obtained or made by businesses of Parent, the Company or any of their affiliates, or to withdraw from doing business in a particular jurisdiction or to take any other action that would, in any case, reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) Each of Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Parent Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent a Company Material Adverse Effect or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of a Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates Material Adverse Effect from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generaloccurring.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself such party with respect to the Offer, the Merger and the transactions contemplated by the Stockholders Agreement (which actions shall include, without limitation, including furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental EntityEntity and responding at the earliest practicable date with any requests for additional information received from any Governmental Entity in connection therewith) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the MergerOffer, the Merger and the transactions contemplated by the Stockholders Agreement; provided, however, that Parent need not so comply if required by the Department of Justice or any other Governmental Entity to hold separate, sell or otherwise dispose of any Subsidiary of Parent or the Company or assets or properties of any of the foregoing. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parentthe Company, the Company Parent or any of their respective Subsidiaries in connection with the Merger Offer, the Merger, or the taking of any action contemplated thereby hereby or by thereby. In case at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation franchises of either of the foregoingConstituent Corporations, the proper officers and directors of each of the parties will (x) take promptly all actions necessary party to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalshall take all such necessary action.

Legal Conditions to Merger. Each of the (a) Company, Parent and Sub will take Purchaser shall each use its reasonable best efforts to (i) take, or cause to be taken, all reasonable actions appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article I, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will Purchaser shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding additions, deletions or changes suggested by the non-filing party in connection therewith. (b) any consentCompany and Parent agree, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any and shall cause each of their respective Subsidiaries Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for completion of the Offer and the Closing (including compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests for information, and, to the extent not inconsistent with the fiduciary duties of their respective Board of Directors, to contest and resist any action, 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 restricts, prevents or prohibits the completion of the Offer, the consummation of the Merger or any other transactions contemplated by this Agreement. Each of Company and Parent shall use reasonable efforts to make their initial filing under the HSR Act with the appropriate Governmental Entities within ten business days after the date of this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with the Merger any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or the taking submitted by or on behalf of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request hereto in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company with proceedings under or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant relating to the HSR Act, or any other federal, state or foreign antitrust or fair trade law. Company, Parent and Purchaser shall cooperate and work together in any proceedings or negotiations with any Governmental Entity relating to any of the foregoing. (zc) cooperate with the other party Each of Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties related to or required in connection with such party's filings under the HSR Act completion of the Offer and in connection with resolving any investigation Merger, other than those notices, the failure of which to give is not reasonably likely to have a Company Material Adverse Effect or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generala Parent Material Adverse Effect, as applicable.

Legal Conditions to Merger. Each Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub willCompany shall, and will shall cause its Subsidiaries to, take all use their reasonable actions necessary to best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply as promptly as reasonably practicable with all legal requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger, the Parent Share Issuance and the other transactions contemplated by this Agreement (including the furnishing of information for, and the preparation and filing of, all necessary and proper statements, forms, registrations, filings, notices, representation letters, and declarations related to the Merger); (b) to cause the conditions set forth in Article VII to be satisfied and to consummate the transactions contemplated by this Agreement in a reasonably expeditious manner (including the furnishing of customary representation letters to enable tax opinions to be rendered); and (c) to obtain (and will to cooperate with each other in obtainingthe Other Party to obtain) any material consent, authorization, order Order or approval of, or any exemption or waiver by, any Governmental Entity or (including any Requisite Approvals) and any other public or private third Third Party (including without limitation each Third Party specified under Section 3.3(c) of the Company Disclosure Letter and Section 4.3(c) of the Parent Disclosure Letter whose consent is required in order to assign the agreement to which it is a party, ) that is required to be obtained or made by Parent, the Company or Parent or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced Agreement. Upon either Party’s receipt of a communication from any Governmental Entity that causes such Party to believe that there is a reasonable likelihood that any Stockholder Approval will not be obtained or that the receipt of any required consent or approval may be materially delayed, such Party shall promptly (i) advise the Other Party and (ii) to the extent permitted by either Law, provide the FTC or the Antitrust Division or state attorneys generalOther Party with a copy of such communication.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of Washington Mutual and Sub will take Long Beach shall, and shall cause its Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Section 8 hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by Long Beach or made by Parent, the Company Washington Mutual or any of their respective Subsidiaries in connection with the Merger or and the taking of any action other transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation conditions of the foregoingthis Agreement, each of Washington Mutual and Long Beach agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which Washington Mutual or Long Beach is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Section 8 hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.transactions

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Earlychildhood and SmarterKids shall each use all reasonable efforts to (and will cooperate with each other in obtainingi) any consent, authorization, order or approval oftake, or any exemption bycause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by ParentEarlychildhood or SmarterKids (and in the case of Earlychildhood, the Company or any of their respective Subsidiaries its Subsidiaries) in connection with the Merger or the taking authorization, execution and delivery of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation consummation of the foregoingtransactions contemplated hereby including, each of without limitation, the parties will (x) take promptly all actions necessary to make the filings required of Parent Contribution and the Company SmarterKids Merger, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Contribution and the SmarterKids Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or their affiliates under state securities laws, (B) the HSR Act, if applicable, and (yC) comply at any other applicable law, and (iv) refrain from taking any actions (other than as expressly permitted under Sections 5.3 or 5.4) which would reasonably be likely to delay, hinder or interfere with the earliest practicable date transactions contemplated hereby. Earlychildhood and SmarterKids shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. (b) Earlychildhood and SmarterKids agree, and Earlychildhood shall cause each of its Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances required for Closing (including through compliance with the HSR Act), to respond to any government requests for information, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Transactions or any other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any request for additional information received analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by such or on behalf of any party hereto in connection with proceedings under or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant relating to the HSR ActAct or any other federal, state or foreign antitrust or fair trade law. Earlychildhood and SmarterKids shall cooperate and work together in any proceedings or negotiations with any Governmental Entity relating to any of the foregoing. Notwithstanding anything to the contrary in this Section 5.9, neither Earlychildhood nor SmarterKids shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Transactions. (c) Each of Earlychildhood and SmarterKids shall give any notices to third parties, and (z) cooperate with the other shall use all reasonable efforts to obtain any third party consents related to or required in connection with such party's filings under the HSR Act Transactions. (d) Prior to the Effective Time, unless the parties hereto otherwise agree in writing, SmarterKids and in connection with resolving any investigation or other inquiry concerning Earlychildhood shall take all action necessary to terminate, as of immediately prior to the Merger or Effective Time, the other matters contemplated respective Employee Benefit Plan subject to Section 401(k) of the Code maintained by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEarlychildhood and each ERISA Affiliate.

Legal Conditions to Merger. Each of the (a) Company, Parent and Sub will take Purchaser shall each use its reasonable best efforts to (i) take, or cause to be taken, all reasonable actions appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any material consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the completion of the Offer and the Merger, and (iii) as promptly as practicable and, with respect to the Offer, in any event within the time periods specified in Article I, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law (provided that nothing herein stated shall require Company to take or cause to be taken any action, or to do or cause to be done any things, which the Company Board, in the exercise of its fiduciary duties, determines, in good faith after consultation with its legal advisors, should not be taken or done). Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will Purchaser shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, consult with the non-filing party regarding additions, deletions or changes suggested by the non-filing party in connection therewith. (b) any consentCompany and Parent agree, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any and shall cause each of their respective Subsidiaries Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for completion of the Offer and the Closing (including compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests for information, and, to the extent not inconsistent with the fiduciary duties of their respective Board of Directors, to contest and resist any action, 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 restricts, prevents or prohibits the completion of the Offer, the consummation of the Merger or any other transactions contemplated by this Agreement. Each of Company and Parent shall use reasonable efforts to make their initial filing under the HSR Act with the appropriate Governmental Entities within eight business days after the date of this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with the Merger any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or the taking submitted by or on behalf of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request hereto in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company with proceedings under or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant relating to the HSR Act, or any other federal, state or foreign antitrust or fair trade law. Company, Parent and Purchaser shall cooperate and work together in any proceedings or negotiations with any Governmental Entity relating to any of the foregoing. (zc) cooperate with the other party Each of Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties related to or required in connection with such party's filings under the HSR Act completion of the Offer and in connection with resolving any investigation Merger, other than those notices, the failure of which to give is not reasonably likely to have a Company Material Adverse Effect or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generala Parent Material Adverse Effect, as applicable.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Subject to the terms hereof, including Section 6.6(b), Merger Partner and Public Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and will do, or cause to be done, and to assist and cooperate with each the other parties in obtainingdoing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) any consentas promptly as practicable, authorization, order or approval of, or any exemption by, obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by Parent, the Merger Partner or Public Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Laws, and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in connection with the making of all such filings. Merger Partner and Public Company shall use their respective Subsidiaries reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Xxxxxx Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b). (b) Each of Merger Partner and Public Company shall use reasonable best efforts to give (or shall cause their respective subsidiaries to give) any notices to third parties, and use, and cause their respective subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect, as the case may be, from occurring prior to or other public or private third parties may reasonably request in connection therewithafter the Effective Time. In addition to and not in limitation of Notwithstanding the foregoing, upon request of Xxxxxx Partner, Public Company will provide a guaranty of any Merger Partner Leases requested by a lessor thereunder to the extent such guaranty is conditioned on the occurrence of the Closing and effective at or after the Effective Time. (c) Subject to the terms hereof, Public Company and Merger Partner agree, and shall cause each of their respective subsidiaries, to (i) cooperate and to use their respective commercially reasonable efforts to obtain any required government clearances or approvals under any other federal, state or foreign Law or, regulation or decree designed to prohibit, restrict or regulate actions for the parties will purpose or effect of monopolization or restraint of trade (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the “Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR ActLaws”), and (zii) respond to any government requests for information under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the other party views of one another, in connection with such party's filings under the HSR Act any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with resolving proceedings under or relating to any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalLaw.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of TD and Sub will take Banknorth shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Migratory Merger or the Acquisition Merger, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by Banknorth or made by Parent, the Company TD or any of their respective Subsidiaries in connection with the Merger or Mergers and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of any such action contemplated thereby or by this Agreement and the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 7.2(c). (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as conditions of this Agreement (including the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request proviso in connection therewith. In addition to and not in limitation of the foregoingSection 6.5(a)), each of TD and Banknorth agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which TD or Banknorth is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Article VII hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party consummation of the transactions contemplated hereby or seeking material damages in connection with such party's filings under therewith (in which litigation Banknorth shall provide TD the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalreasonable opportunity to participate).

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of Washington Mutual and Sub will take Providian shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger and the Subsidiary Merger and, subject to the conditions set forth in Section 8 hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by Providian or made by Parent, the Company Washington Mutual or any of their respective Subsidiaries in connection with the Merger, the Subsidiary Merger or and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of any such action contemplated thereby or by this Agreement and the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a Materially Burdensome Regulatory Condition. (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation conditions of the foregoingthis Agreement, each of Washington Mutual and Providian agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which Washington Mutual or Providian is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Section 8 hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party in connection with such party's filings under consummation of the HSR Act and in connection with resolving any investigation transactions contemplated hereby or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalseeking material damages.

Legal Conditions to Merger. Each of Parent and, subject to Section 6.2, the Company, Parent and Sub Company will take all use its reasonable actions necessary best efforts to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions efforts shall include, without limitation, include furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub the Company will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement Agreement. Notwithstanding the foregoing, neither Parent nor any of its affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company or their respective affiliates or make any other change in any portion of the Company’s or its business or incur any other limitation on the conduct of the Company’s or its business to obtain such consents, authorizations, orders, approvals and (b) provide such other information and communications exemptions or agree to such Governmental Entities do, or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition submit to and not in limitation orders providing for, any of the foregoing, in each of case whether before or after the parties will Effective Time, (xii) take promptly all actions necessary utilize its reasonable best efforts in responding to make the filings required of Parent and the Company formal requests for additional information or their affiliates documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law (yas defined below) comply at the earliest practicable date with any request for additional information received by such party or its affiliates a period of time exceeding thirty days from the Federal Trade Commission receipt of any such initial request, or (iii) take any action under this Section 6.5 if any governmental body that has the "FTC") authority to enforce any Antitrust Law seeks, or the Antitrust Division authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMerger.

Legal Conditions to Merger. (a) Each of the Company, Parent Finisar and Sub Optium will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with applicable approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any either of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent Finisar and Sub Optium will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by ParentFinisar, the Company Optium or any of their respective Subsidiaries in connection with the Merger (any of the foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement, (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or, except as permitted by Sections 6.1 and 6.2, to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (iii) diligently oppose any objections to, appeals from or petitions to reconsider or reopen any Approval or the taking of any action contemplated thereby or by this Agreement. Notwithstanding the foregoing, neither Optium nor Finisar shall be required to agree, as a condition to any Approval, to sell, license, dispose of, hold separate, or operate in any specified manner any assets or businesses or Subsidiaries of Finisar, Sub, Optium or the Surviving Corporation (or to require any such party or any of their respective Subsidiaries or Affiliates to agree to any of the foregoing). (b) provide such other information and communications to such Governmental Entities or other public or private third parties as Without limiting the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation generality of the foregoingforegoing provisions of Section 6.8(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Finisar and Optium shall file with the parties will (x) take promptly all actions necessary to make Bureau of Competition of the filings required of Parent FTC and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (DOJ a Notification and Report Form relating to this Agreement and the "Antitrust Division") pursuant to transactions contemplated hereby as required by the HSR Act, as well as comparable premerger notification filings, forms and (z) cooperate submissions with any foreign Governmental Entity that may be required by the merger notification or control Laws of any applicable foreign jurisdiction. If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in connection compliance with such party's filings under the HSR Act request. Each of Finisar and in connection Optium shall promptly (i) cooperate and coordinate with resolving any investigation or other inquiry concerning the Merger or the other matters in the making of, and supply the other with any information that may be required in order to effectuate, such filings or responses to requests for additional information or documentary material, (ii) promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement commenced Agreement, (iii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or material oral communication with any such Governmental Entity (which, at the request of either of the parties, shall be limited to outside antitrust counsel only), (iv) not participate in any meeting with any such Governmental Entity unless it consults with the other in advance and, to the extent permitted by either such Governmental Entity, gives the FTC or other the Antitrust Division or state attorneys generalopportunity to attend and participate thereat, and (v) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, Merger Partner and Public Company shall each use reasonable best efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Merger Partner or Public Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws or Canadian securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in obtaining) connection with the making of all such filings. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be obtained included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Each of Merger Partner and Public Company shall give (or made by Parent, the Company or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, including Section 6.6(b), and applicable law, Larscom and VINA shall each use commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Larscom or VINA or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, if applicable, and any related governmental request thereunder, and (C) any other applicable law, and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Larscom and VINA shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Larscom and VINA shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, VINA and Larscom agree that nothing contained in this Section 6.6(a) shall modify or made by Parentaffect their respective rights and responsibilities under Section 6.6(b). (b) Subject to the terms hereof, the Company or any VINA and Larscom agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, if applicable, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade reasonably determined by the parties to apply (collectively "ANTITRUST LAWS"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "ANTITRUST ORDER") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Notwithstanding anything in this Agreement to the contrary in this Section 6.6, neither VINA nor Larscom shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of VINA or Larscom or the holding separate of the shares of VINA Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of VINA or Larscom to conduct its business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of VINA Common Stock (or shares of stock of the Surviving Corporation) or (ii) take any action under this Section 6.6 if the United States Department of Justice or the United States Federal Trade Commission or any applicable foreign regulatory agency authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Larscom and VINA shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the taking of any action contemplated thereby Larscom Disclosure Schedule or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties VINA Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Larscom Material Adverse Effect or Regulatory Authorities a VINA Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Upon the Company, Parent terms and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect subject to the Merger conditions set forth in this Agreement, and subject to Section 7.1 and 9.1(g), Discount, Holding, ASCI and New Holding shall use their respective reasonable best efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective, in connection with approvals of or filing with the most expeditious manner practicable, the transactions contemplated hereby, (ii) obtain from any Governmental Entity) and will promptly cooperate with each other and furnish information Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Discount or Holding or New Holding or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary material filings, and thereafter make any other required material submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Discount, Holding, New Holding and ASCI shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non- filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Discount, Holding, New Holding and ASCI shall use reasonable commercial efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Proxy Statement/Prospectus) in connection with the transactions contemplated by this Agreement. If Discount is requested to do so in writing by Holding, Discount will use commercially reasonable efforts to obtain those Holding Designated Consents identified in such request; provided, however, that in no event shall Discount be required to pay any money or made provide any guarantee to obtain such Holding Designated Consent; provided, further, that the failure to obtain any Holding Designated Consent shall not in any way prevent or delay the parties from closing the transactions contemplated by Parentthis Agreement. In connection therewith, and in connection with its negotiations for such Holding Designated Consents, Discount may not offer or consent to any modification or amendment of any lease or other contract without Holding's prior written consent which consent may be withheld in Holding's sole discretion. At Holding's election, Holding may participate in and jointly control the process of obtaining any such Holding Designated Consents. Discount agrees to transmit the form of requested consent to the appropriate parties for approval promptly after the execution of this Agreement. Holding shall have the right to approve the form of consent and the transmittal letter used to transmit such consents to each such party. Discount shall keep Holding advised of its progress in obtaining such Holding Designated Consents and shall obtain Holding's written consent which consent may be withheld in Holding's sole discretion prior to offering or consenting to any substantive change or modification of the form of the consent approved by Holding. The "Holding Designated Consents" are set forth on Schedule D to this Agreement and such Schedule D may be updated from time to time to add any material consents, material licenses, material permits, material waivers, material approvals or material authorizations that are discovered by Holding after the date of this Agreement. Discount shall take all necessary action so that the Senior Term Notes issued under the Note Purchase Agreement dated as of July 17, 1997 and the Senior Secured Notes issued under the Note Agreement dated as of October 30, 1989 may be repaid in full and retired on the Closing Date. If requested by Holding, Discount shall further take all necessary action so that, effective on the Closing Date, the Company or Master Lease Agreement dated as of May 30, 2000 between Atlantic Financial Group, Ltd. and Discount Auto Parts Distribution Center, Inc. and all other documents related to said transaction are terminated (except for obligations that expressly survive termination under the terms of such documents, as such documents exist as of the date hereof) and the real property subject thereto is reacquired by Discount in accordance with their terms free and clear of all monetary liens (other than any lien for nondelinquent taxes) and take all other action associated therewith without any liability other than provided for in such Master Lease Agreement and the other related documents. (b) Holding, New Holding and Discount agree, and shall cause each of their respective Subsidiaries in connection with the Merger and Affiliates, to cooperate and to use reasonable commercial efforts to obtain any government clearances or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings approvals required of Parent and the Company or their affiliates for Closing under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law and, unless either Holding or New Holding determines that there is a reasonable basis to conclude that such action is reasonably likely to have a Material Adverse Effect either on Holding and its Subsidiaries, on Discount and its Subsidiaries or on the consolidated entities after the Merger and the Reincorporation and notifies Discount to such effect or Discount determines that there is a reasonable basis to conclude that such action is reasonably likely to have a Material Adverse Effect on the consolidated entities after the Merger and the Reincorporation and notifies Holding to such effect, to contest and resist any action, brought by a private party under the Antitrust Laws (a "Private Party Action") , and to have vacated, lifted, reversed or overturned any order, stay, decree, judgment, injunction or other order (whether temporary, preliminary or permanent) obtained by a private party (a "Private Party Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. Holding and New Holding shall not be obligated to but may elect to contest and resist any action brought by a Governmental Entity, including any legislation, administrative or judicial action (a "Government Action"), or to seek to vacate, lift, reverse or overturn any order issued by a Governmental Entity as a consequence or arising out of an action brought by a Governmental Entity (a "Government Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. If Holding or New Holding so elects, Discount shall fully cooperate and assist Holding and New Holding therewith. The parties hereto will 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 any Antitrust Law. Holding, New Holding and Discount shall mutually direct any proceedings or negotiations with any private party relating to proceedings under or relating to any Antitrust Law and constituting a Private Party Action or a Private Party Order and shall share equally the reasonable costs and expenses incurred in connection therewith (except that if such Private Party Action or Private Party Order is to be contested and Discount determines that there is a reasonable basis to conclude that such action is reasonably likely to have a Material Adverse Effect either on Holding and its Subsidiaries, on Discount and its Subsidiaries or on the consolidated entities after the Merger and the Reincorporation and notifies Holding to such effect, the parties shall not share the costs and expenses equally but instead each party shall bear its own costs and expenses). Holding and New Holding shall direct any proceedings or negotiations with any Governmental Entity relating to any Government Action or Government Order, and shall afford Discount a reasonable opportunity to participate therein, and Discount shall fully cooperate and assist Holding in any such proceedings or negotiations. Discount and its Subsidiaries shall cooperate with Holding and New Holding with respect to any action which Holding and/or New Holding shall choose to take in response to any demand, requirement, or other action taken by the United States Federal Trade Commission ("FTC") or the Antitrust Division of the United States Department of Justice (the "Antitrust DivisionDOJ") or any other regulatory body or agency, including, but not limited to, divesting any of its businesses, retail stores, product lines or assets; provided such divestitures or other actions are not required to be taken, completed or implemented until on or after the Effective Time and is not reasonably expected to have a Material Adverse Effect on the consolidated New Holding after the Merger and the Reincorporation. If a Private Party Action or a Private Party Order is reasonably likely to have a Material Adverse Effect either on Holding and its Subsidiaries, on Discount and its Subsidiaries or on the consolidated entities after the Merger and the Reincorporation, Holding shall not be obligated to consummate the transactions contemplated by this Agreement and may terminate this Agreement pursuant to Section 9.1(c). If a Private Party Action or a Private Party Order is reasonably likely to have a Material Adverse Effect on the consolidated entities after the Merger and the Reincorporation, Discount shall not be obligated to consummate the transactions contemplated by this Agreement and may terminate this Agreement pursuant to Section 9.1(c). Notwithstanding anything to the contrary contained in this Section 7.4, Holding, ASCI or their Subsidiaries shall not be required to (i) divest or agree to divest any of their or Discount's and its Subsidiaries' respective businesses, retail stores, product lines or assets or to take or agree to take any other action with respect to Holding, New Holding, ASCI, Discount or their respective Subsidiaries, or (ii) take any other action under this Section 7.4, if the DOJ or the FTC or any other regulatory body or agency authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. Each Person shall pay any filing fee required under the regulations promulgated pursuant to the HSR Act, and (z) cooperate Act with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalrespect to its own filing thereunder.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing, provided that it shall afford Seller a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Buyer nor any of its Subsidiaries shall be required to be obtained or made by Parent, the Company or (i) 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 on Buyer or of Buyer combined with Seller after the Effective Time, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Newpark and Tuboscope shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Newpark or Tuboscope or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Newpark and Tuboscope shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Newpark and Tuboscope shall use their best efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Tuboscope and Newpark agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances or made by Parentapprovals required for Closing under the HSR Act, the Company Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Notwithstanding anything to the contrary in this Section 6.06, neither Tuboscope nor Newpark nor any of their Subsidiaries 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 could reasonably be expected to have a material adverse effect on Tuboscope or of Tuboscope combined with Newpark after the Effective Time. (c) Each of Newpark and Tuboscope shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Newpark Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Tuboscope Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Newpark Material Adverse Effect or Regulatory Authorities a Tuboscope Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, including Section 6.06(b), COR and Millennium shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including to (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with i) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits (including any re-issuances thereof), waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by COR or Millennium or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including the Merger, Parent and Sub will(ii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iii) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. COR and Millennium shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. COR and Millennium shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. For avoidance of doubt, Millennium and COR agree that if and to the extent the requirements of Section 6.06(a) and Section 6.06(b) are not consistent with each other, the requirements of Section 6.06(b) shall control. (b) Subject to the terms hereof, Millennium and COR agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Sherman Act, order as amended, the Clayton Act, as amended, the Federal Traxx Xxxxission Act, as amended, xxx xny other federal, state or approval offoreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws") and to respond to any exemption bygovernment requests for information under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Millennium shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford COR a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, (A) neither Millennium nor any of its Subsidiaries shall be required, except to the extent it determines to do so in its sole discretion, to (i) divest, or other public or private grant to any third partyparty any rights in, required to be obtained or made by Parent, the Company or any of their respective businesses, product lines or assets or (ii) take or agree to take any other action, or agree to any limitation that is reasonably likely, individually or in the aggregate, to have a Millennium Material Adverse Effect or an COR Material Adverse Effect after the Effective Time, and (B) COR shall not be required, except to the extent it determines to do so in its sole discretion, to divest, or grant to any third party any rights in, Integrilin(R). (c) Each of COR and Millennium shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the COR Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Millennium Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent an COR Material Adverse Effect or Regulatory Authorities a Millennium Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, including Section 6.6(b), Merger Partner and Public Company shall each use commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Merger Partner or Public Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any related governmental request thereunder and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b). (b) Subject to the terms hereof, Public Company and Merger Partner agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Public Company shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford Merger Partner a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.6, neither Public Company nor any of its Subsidiaries shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other public disposition or private third partyholding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Public Company, required any of its Affiliates or Merger Partner or any of its Subsidiaries or the holding separate of the shares of Merger Partner Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to be obtained or made by Parent, impose any material limitation on the ability of Public Company or any of its subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Merger Partner Common Stock (or shares of stock of the Surviving Corporation) or (ii) take any action under this Section 6.6 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Merger Partner and Public Company shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or the taking of any action contemplated thereby required to be disclosed in Merger Partner Disclosure Schedule or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Seller and Buyer shall use their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Seller and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer and Seller shall mutually direct any proceedings or negotiations with any Governmental Entity or relating to any of the foregoing, and shall afford each other public or private third partya reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, required to be obtained or made by Parentneither Seller, the Company or Buyer nor any of their respective Subsidiaries shall be required to (i) 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, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Company and Buyer shall use all their respective reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Company or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law, (iv) refinance the Indebtedness described in paragraphs (i) to (vi) of Section 2.3(a) and (v) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Company and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Company and Buyer shall use all their respective reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, required filing to be obtained or made by Parentthe other party pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Buyer has received the letter set out in Schedule 6.4 of Buyer's -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Disclosure Schedule with respect to the refinancing described in (iv) above (the "Refinancing Letter"). Buyer agrees to use all reasonable efforts to obtain as promptly as practicable the refinancing described in (iv) above on terms not materially less favorable than those set out in the Refinancing Letter. (b) Subject to the terms hereof, the Buyer and Company or any agree, and shall cause each of their respective Subsidiaries, to cooperate and to use all their respective reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Shearman Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"). (c) Each of Company and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all their reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Company Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Company Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in obtaining) any consentconnection with the making of all such filings, authorizationincluding providing or making available copies of all such documents to the non-filing party and its advisors (or, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications relating to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law (yincluding all information required to be included in the Proxy Statement and the Registration Statement) comply in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"). From and after the occurrence of a Second Request (as defined below), Seller shall, at Buyer's request and subject to Buyer's obligation to bear expenses as set forth below, cooperate in all reasonable respects with Buyer to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the earliest practicable date consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford Seller a reasonable opportunity to participate therein and shall consider in good faith any proposals made by Seller in connection therewith. The Buyer shall have the right, directly and/or through its counsel, to assume full control over coordinating the response to any formal request for additional information received or documentary material made by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings 16 C.F.R. 803.20 under the HSR Act ("Second Request") and for developing and implementing any strategies to resolve any governmental concerns; provided, however that, subject to the expense reimbursement provisions set forth in the following sentence, Seller shall make, on its own behalf, any submissions required to be made by Seller in connection with resolving any investigation such Second Request. In the event that Buyer so elects to assume the control over the response to such request, (i) Buyer shall bear all expenses relating to such response and (ii) Buyer shall keep Seller informed, on a current basis, of all material developments with respect to the status of such request at the request of Seller. Notwithstanding anything to the contrary in this Section 6.06, neither Buyer nor any of its Subsidiaries shall be required to (i) divest any of their respective businesses, product lines or assets, or to take or agree to take any other inquiry concerning action or agree to any limitation, that could reasonably be expected to have a Buyer Material Adverse Effect or a material adverse effect on Buyer, combined with Seller, after the Effective Time or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the other matters contemplated by this Agreement commenced by either Buyer Disclosure Schedule, as the FTC case may be, or (C) required to prevent a Seller Material Adverse Effect or a Buyer Material Adverse Effect from occurring prior to or after the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each Subject to the terms and conditions of this Agreement, each of the Company, Company and Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub willshall, and will shall cause its Subsidiaries to, take use all reasonable actions necessary 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) obtain (and will cooperate with each other in obtaining) the obtaining of any necessary consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and/or any other public or private third party, party which is required to be obtained or made by Parent, the Company such party or any of their respective its Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters transactions contemplated by this Agreement commenced by either (including any subsequent merger or other combination of the FTC Company and NSB with and into Parent) and the Stock Option Agreement and the making or obtaining of all necessary filings and registrations with respect thereto, (b) the defending of any lawsuits or other legal proceedings, whether judicial, administrative or regulatory, challenging this Agreement or the Antitrust Division Stock Option Agreement, including seeking to have any stay or state attorneys general.temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (c) 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 the Stock Option Agreement; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption would, in such party's reasonable opinion, (A) be materially burdensome to such party and its Subsidiaries taken as a whole in the context of the transactions contemplated by this Agreement or impact in such a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Merger or (B) result in the imposition of a condition or restriction on such party or on the Surviving Corporation of the type referred to in Section 6.02(c). Each of the Company and Parent will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing, provided that it shall afford Seller a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Buyer nor any of its Subsidiaries shall be required to be obtained or made by Parent, the Company or (i) 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 on Buyer or of Buyer combined with Seller after the Effective Time, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States A-23 (c) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of Xxxxxx County and Sub will take Independent shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Section 8 hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by Independent or made by Parent, the Company Xxxxxx County or any of their respective Subsidiaries in connection with the Merger or and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of any such action contemplated thereby or by this Agreement and the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.02(c). (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation conditions of the foregoingthis Agreement, each of Xxxxxx County and Independent agrees to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which Xxxxxx County or Independent is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Article VIII hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party in connection with such party's filings under consummation of the HSR Act and in connection with resolving any investigation transactions contemplated hereby or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalseeking material damages.

Legal Conditions to Merger. Each of (a) The Company and Parent shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law; without limiting the foregoing, the parties shall undertake all reasonable actions necessary efforts to (a) obtain (cause to be filed all requisite filings under the HSR Act within 10 business days of the date of this Agreement. The Company and will Parent shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any consentgovernment clearances required for Closing (including through compliance with the HSR Act), authorizationto respond to any government requests for information, and to contest and resist any action, 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 approval ofpermanent) (an "ORDER") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will 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. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing, required to be obtained or made by Parent, provided that it shall afford the Company or a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 5.6, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger or the divestiture or holding separate of any assets or businesses. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third party consents related to or required in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and that are set forth on Schedule 5.6(c) (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoingcollectively, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTCREQUIRED CONSENTS") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general).

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain CC and SM shall each use all requisite reasonable best efforts to (and will cooperate with each other in obtainingi) any consent, authorization, order or approval oftake, or any exemption bycause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by ParentCC or SM or, in the Company or case of CC, any of their respective its Subsidiaries in connection with the Merger or the taking authorization, execution and delivery of any action contemplated thereby or by this Agreement and the consummation of the transactions contemplated hereby including the Merger, and (biii) provide as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. CC and SM shall cooperate with each other in connection with the making of all such other information filings, including providing copies of all such documents to the non-filing party and communications its advisors prior to such Governmental Entities filing and, if requested, to accept all reasonable additions, deletions or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request changes suggested in connection therewith. In addition CC and SM shall use reasonable best efforts to and not in limitation of the foregoing, furnish to each of the parties will (x) take promptly other all actions necessary information required for any application or other filing to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") be made pursuant to the HSR Act, rules and regulations of any applicable law (zincluding all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) cooperate with the other party in connection with such party's filings under the HSR Act transactions contemplated by this Agreement. (b) CC and SM agree and, in the case of CC, shall cause its Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for Closing, to respond to any government requests for information, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. (c) Each of CC and SM shall give (or, in the case of CC, shall cause its Subsidiaries to give) any notices to third parties, and use, and in the case of CC cause its Subsidiaries to use, reasonable best efforts to obtain any third party consents related to or required in connection with resolving any investigation or other inquiry concerning the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the CC Disclosure Schedule or the other matters contemplated by this Agreement commenced by either SM Disclosure Schedule, as the FTC case may be, or the Antitrust Division (iii) required to prevent a CC Material Adverse Effect or state attorneys generala SM Material Adverse Effect from occurring.

Legal Conditions to Merger. Each of the Company, Parent 3Com and Sub USR will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and will use their best efforts to furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent 3Com and Sub USR will, and will cause its Subsidiaries to, (i) take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by ParentUSR, the Company 3Com or any of their respective Subsidiaries in connection with the Merger (any of the foregoing an "Approval") or the taking of any action contemplated thereby or by this Agreement (ii) diligently oppose or pursue any rehearing, appeal or other challenge which may be available to it of any refusal to issue any Approval or of any order or ruling of any Governmental Entity which may adversely affect the ability of the parties hereto to consummate the Merger or to take any action contemplated by any Approval or by this Agreement until such time as such refusal to issue any Approval or any order or ruling has become final and non-appealable, and (biii) provide such other information and communications diligently oppose any objections to, appeals from or petitions to such Governmental Entities reconsider or other public reopen any Approval or private third parties as the other party taking of any action contemplated thereby or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewithby this Agreement. In addition to and not in limitation of Notwithstanding the foregoing, each neither USR nor 3Com shall be required to agree, as a condition to any Approval, to divest itself of or hold separate any Subsidiary, division or business unit which is material to the business of such party and its Subsidiaries, taken as a whole, or the divestiture or holding separate of which would be reasonably likely to have a material adverse effect on (A) the business, properties, assets, liabilities, financial condition or results of operations of such party and its Subsidiaries, taken as a whole or (B) the benefits intended to be derived as a result of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMerger.

Legal Conditions to Merger. Each of NGP, Newco and each member of the CompanyPrice Group shall, Parent and Sub will take shall cause its Subsidiaries to, use their reasonable best efforts to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable (including amending or restructuring any leases to which any of the Price Entities is a party) (a) to comply promptly with all legal requirements which may be imposed on itself with respect such party or its Subsidiaries to consummate the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub willtransactions contemplated by this Agreement, and will cause its Subsidiaries to, take all reasonable actions necessary (b) to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or Authority and any other public or private third party, party which is required to be obtained or made by Parent, the Company any of them or any of their respective Subsidiaries in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation Agreement; provided, however, that no member of the foregoing, each of the parties will (x) take promptly all actions necessary Price Group or its respective Subsidiaries shall be required to make the filings required of Parent and the Company or their affiliates under the HSR Act, any payment (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC"other than ordinary filing fees) or enter into any modification or amendment to a Lease that alters the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant Lease in a manner that is adverse to the HSR Act, and (z) cooperate with the other party lessee Price Entity in connection with obtaining any such consent, authorization, order, approval or exemption. Each party hereto shall use its reasonable best efforts to consummate the transactions contemplated hereby notwithstanding any initiation prior to the Closing Date of any proceeding seeking dissolution, winding up, liquidation or reorganization of any of the Price Entities or any of such entity's debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, except as required by Applicable Law or such party's filings under the HSR Act and fiduciary duties as set forth in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalan opinion of independent legal counsel.

Legal Conditions to Merger. Each of (a) TSI and Eclipsys shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each other and furnish information Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by TSI or Eclipsys or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub willincluding, without limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. TSI and Eclipsys shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. TSI and Eclipsys shall use their best efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made by Parent, included in the Company or any of their respective Subsidiaries Joint Proxy Statement and the Registration Statement) in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as Agreement. Without limiting the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation generality of the foregoing, TSI shall use its best efforts to cause HealthVISION to prepare and deliver for inclusion in the Joint Proxy Statement and the Registration Statement any financial statements of HealthVISION and its subsidiaries required by the rules of the SEC to be included therein. (b) Eclipsys and TSI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances or approvals required for the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates Closing under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 restricts, prevents or prohibits the "FTC") or the Antitrust Division consummation of the Department Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of Justice (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 any Antitrust Law. In the "Antitrust Division") event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR Act, TSI and Eclipsys shall use their best efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect. Without limiting the foregoing, in the event that either the Federal Trade Commission or the Antitrust Xxxxxxxx xx xxx Xxxxxx Xxxxxx Xxxartment of Justice issues a Request for Additional Information or Documentary Material under 17 C.F.R. ss. 803.20 (za "Second Request"), then TSI and Eclipsys each agree to use their best efforts to respond fully to such Second Request within 20 days after its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the foregoing (both before and after any Second Request) cooperate that may be necessary, proper or advisable. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the other Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action. (c) Each of TSI and Eclipsys shall give (and shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third-party consents related to or required in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the TSI Disclosure Schedule or the other matters contemplated by this Agreement commenced by either Eclipsys Disclosure Schedule, as the FTC case may be, or (iii) required to prevent a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect from occurring prior to or after the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Each of Company and Partner shall use its reasonable best efforts to (and will cooperate with each other in obtainingi) any consent, authorization, order or approval oftake, or any exemption bycause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by Parentit or any of its Subsidiaries in connection with the authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) subject to Section 6.06(b), the HSR Act and any related governmental request thereunder and (C) any other applicable law. Company and Partner shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Company and Partner shall use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Partner and Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for Closing (including through compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests for information, and to contest and resist any action, 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 restricts, prevents or prohibits the consummation of the Merger or the transaction contemplated by this Agreement. Partner shall use its reasonable best efforts to resolve such issues or objections, if any, as may be asserted with respect to the consummation of the Merger or any other transactions contemplated by this Agreement, including without limitation as may arise under any antitrust, competition or trade regulatory laws, rules or regulations of any domestic or foreign government or any governmental, judicial or multinational authority. Notwithstanding the foregoing, nothing in this Section 6.06 shall require, or be construed to require, Partner or Company, in connection with the receipt of any regulatory approval, to proffer to or agree to (A) sell or hold separate and agree to sell, divest or to discontinue or limit, before or after the Effective Time, any assets, businesses, or interest in any assets or businesses of Partner, Company or any of their respective Affiliates (or to consent to any sale, or agreement to sell, or discontinuance or limitation by Partner or Company, as the case may be, of any of its assets or businesses), or (B) any conditions relating to, or changes or restrictions in, the operations of any such assets or businesses which, in either case, could reasonably be expected to result in a Partner Material Adverse Effect or a Company Material Adverse Effect or to materially and adversely impact the economic or business benefits to such party of the transactions contemplated by this Agreement. The parties hereto will 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, state or foreign antitrust or fair trade law. (c) Each of Company and Partner shall give (or shall cause its Subsidiaries to give) any notices to third parties required to be given by it, and use, and cause its Subsidiaries to use, its reasonable best efforts to obtain any third party consents related to or required in connection with the Merger required to be obtained by it that are (i) necessary for it to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or Section 3.03(c) of this Agreement or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Partner Disclosure Schedule, as the other party case may be or such Governmental (iii) required to prevent a Company Material Adverse Effect or Regulatory Authorities a Partner Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Subject to Section 6.02, Arbor and Hyperion shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each other and furnish information Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Arbor or Hyperion or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub willincluding, without limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Arbor and Hyperion shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Arbor and Hyperion shall use their best efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made by Parent, included in the Company or any of their respective Subsidiaries Joint Proxy Statement and the Registration Statement) in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information Hyperion and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to Arbor agree, and not in limitation of the foregoing, shall cause each of the parties will (x) take promptly all actions necessary their respective Subsidiaries, to make the filings cooperate and to use their respective best efforts to obtain any government clearances or approvals required of Parent and the Company or their affiliates for Closing under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law, regulation, rule, order or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (the collectively, "FTCAntitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR Act, Arbor and Hyperion shall use their best efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business, product line or assets or otherwise take action that could reasonably be expected to have an Arbor Material Adverse Effect, a Hyperion Material Adverse Effect or an effect to Arbor combined with the Surviving Corporation after the Effective Time comparable to either an Arbor Material Adverse Effect or a Hyperion Material Adverse Effect. Without limiting the foregoing, in the event that either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice should issue a Request for Additional Information or Documentary Material under 17 C.F.R. ss. 803.20 (the a "Antitrust DivisionSecond Request") ), then Arbor and Hyperion each agree to use their best efforts to respond fully to such Second Request within 20 days after its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the HSR Actforegoing (both before and after any Second Request) that may be necessary, proper or advisable. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary action. (c) Each of Arbor and Hyperion shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and (z) cooperate with the other use, and cause their respective Subsidiaries to use, their best efforts to obtain any third party consents related to or required in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Arbor Disclosure Schedule or the other matters contemplated by this Agreement commenced by either Hyperion Disclosure Schedule, as the FTC case may be, or (iii) required to prevent an Arbor Material Adverse Effect or a Hyperion Material Adverse Effect from occurring prior to or after the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (i) Except as otherwise provided herein, each of the CompanyCamco, Parent STC and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which that may be imposed on itself such party with respect to the Merger (which actions shall includeincluding, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information furnish (ii) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to each other in connection with any such requirements imposed upon any the Merger as promptly as reasonably possible following execution and delivery of them or any of their Subsidiaries in connection with the Mergerthis Agreement. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all parties agrees to use reasonable actions necessary efforts to (a) obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required promptly respond to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received pursuant to Section (e)(1) of the HSR Act. Except as otherwise required by United States regulatory considerations, Camco will furnish to STC copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between Camco, or any of its respective representatives, on the one hand, and any governmental entity, or members of the staff of such party agency or its affiliates from authority, on the Federal Trade Commission other hand, with respect to this Agreement or the Merger; provided; however, that (the "FTC"x) with respect to documents and other materials filed by or on behalf of Camco with the Antitrust Division of the Department of Justice Justice, the Federal Trade Commission, or any state attorneys general that are available for review by STC, copies will not be required to be provided to STC and (y) with respect to any Camco HSR Documents (1) that contain any information which, in the "Antitrust Division"reasonable judgment of Fulbright & Jawoxxxx X.X.P., should not be furnished to STC because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Camco to furnish any such Camco HSR Documents to STC shall be satisfied by the delivery of such Camco HSR Documents on a confidential basis to Bakex & Xottx, X.L.P., pursuant to a confidentiality agreement in form and substance reasonably satisfactory to STC. Except as otherwise required by United States regulatory considerations, STC will furnish to Camco copies of all correspondence, filings or communications (zor memoranda setting forth the substance thereof (collectively, "STC HSR Documents")) cooperate with between STC or any of its representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other party in connection hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger respect to this Agreement or the Merger; provided, however, that (x) with respect to documents and other matters contemplated materials filed by or (iii) In the event that any governmental body with jurisdiction of this Agreement commenced by either Merger shall require any member of the FTC STC Affiliated Group to agree to take or not to take any action as a condition to approving or not objecting to the Antitrust Division Merger, STC will take such action (A) if the loss in annual revenues to the Surviving Corporation would reasonably be expected not to exceed $75 million during the ensuing twelve months following the Closing, or state attorneys general(B) if STC otherwise considers it reasonable and appropriate in the circumstances to take such action.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, including Section 6.6(b), and applicable law, Verilink and Larscom shall each use commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Verilink or Larscom or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, if applicable, and any related governmental request thereunder, and (C) any other applicable law, and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Verilink and Larscom shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Verilink and Larscom shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Larscom and Verilink agree that nothing contained in this Section 6.6(a) shall modify or made by Parentaffect their respective rights and responsibilities under Section 6.6(b). (b) Subject to the terms hereof, the Company or any Larscom and Verilink agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, if applicable, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade reasonably determined by the parties to apply (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Antitrust Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Notwithstanding anything in this Agreement to the contrary in this Section 6.6, neither Larscom nor Verilink shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Larscom or Verilink or the holding separate of the shares of Larscom Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of Larscom or Verilink to conduct its business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Larscom Common Stock (or shares of stock of the Surviving Corporation) or (ii) take any action under this Section 6.6 if the United States Department of Justice or the United States Federal Trade Commission or any applicable foreign regulatory agency authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Verilink and Larscom shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the taking of any action contemplated thereby Verilink Disclosure Schedule or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Larscom Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Verilink Material Adverse Effect or Regulatory Authorities a Larscom Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent (a) Western Power and Sub will take E-Mobile shall each use all reasonable actions efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Western Power or E-Mobile or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Mergers, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws and (B) any other applicable law. Western Power and will E-Mobile shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. (b) any consentWestern Power and E-Mobile agree, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances required for Closing, to respond to any government requests for information, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Mergers or any other transactions contemplated by this Agreement. (c) Each of Western Power and E-Mobile shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any third party consents related to or required in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMergers.

Legal Conditions to Merger. Each of (a) The Company and Parent shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by the Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law; without limiting the foregoing, the parties shall undertake all reasonable actions necessary efforts to (a) obtain (cause to be filed all requisite filings under the HSR Act within 10 business days of the date of this Agreement. The Company and will Parent shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any consentgovernment clearances required for Closing (including through compliance with the HSR Act), authorizationto respond to any government requests for information, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will 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. Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing, required to be obtained or made by Parent, provided that it shall afford the Company or a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 5.6, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Merger or the divestiture or holding separate of any assets or businesses. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third party consents related to or required in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and that are set forth on Schedule 5.6(c) (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoingcollectively, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTCRequired Consents") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general).

Legal Conditions to Merger. Each of the Company(a) EFTC, Parent TBF II and Sub will take K*TEC shall each use all reasonable actions efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by EFTC or TBF II or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Mergers, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II and will K*TEC shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) EFTC and TBF II agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable efforts to obtain any consentgovernment clearances required for Closing, authorizationto respond to any government requests for information, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that ----- restricts, prevents or prohibits the consummation of the Mergers or any exemption byother transactions contemplated by this Agreement. The parties hereto will 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 any federal, state or foreign antitrust or fair trade law. EFTC, TBF II and K*TEC shall cooperate and work together in any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing. Notwithstanding anything to the contrary in this Section 5.8, required to be obtained or made by Parentneither EFTC nor TBF II, the Company or nor any of their respective Subsidiaries, shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Mergers. (c) Each of EFTC and TBF II shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any third party consents related to or required in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMergers.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Company and Buyer shall use all their respective reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 40 obtained or made by Company or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law, (iv) refinance the Indebtedness described in paragraphs (i) to (vi) of Section 2.3(a) and (v) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Company and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing or making available copies of all such documents to the non-filing party and its advisors (or, in connection with information relating to filings under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Company and Buyer shall use all their respective reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, required filing to be obtained or made by Parentthe other party pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. Buyer has received the letter set out in Schedule 6.4 of Buyer's Disclosure Schedule with respect to the refinancing described in (iv) above (the "Refinancing Letter"). Buyer agrees to use all reasonable efforts to obtain the refinancing described in (iv) above on terms not materially less favorable than those set out in the Refinancing Letter. (b) Subject to the terms hereof, the Buyer and Company or any agree, and shall cause each of their respective Subsidiaries, to cooperate and to use all their respective reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Shearman Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"). (c) Each of Company and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all their reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Company Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Company Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Subject to the terms hereof, including Section 6.1 and Section 6.5(b), the Company and the Parent shall each use its best efforts to: (i) take, or cause to be taken, all actions, and will do, or cause to be done, and to assist and cooperate with each the other parties hereto in obtainingdoing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) any consentas promptly as practicable, authorization, order or approval of, or any exemption by, obtain from any Governmental Entity or any other public Person any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by Parent, the Company or the Parent or any of their respective Subsidiaries subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder, and (C) any other applicable law; (iv) oppose any judgment, injunction, order, decree, statute, law, ordinance, rule or regulation which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the taking of any action other transactions contemplated thereby or by this Agreement Agreement, or have any such judgment, injunction, order, decree, statute, law, ordinance, rule or regulation vacated or made inapplicable to the Offer, the Merger and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent shall cooperate with each other in connection with the making of all such Governmental filings, including providing copies of all such documents to the non-filing Person and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or Regulatory Authorities or other public or private third parties may reasonably request changes suggested in connection therewith. In addition The Company and the Parent shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. (b) Subject to the terms hereof, and not in limitation of without limiting the foregoingParent’s obligations under Section 6.5(c), each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company agree, and shall cause each of their respective subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances or their affiliates approvals required for Closing under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other applicable federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any judgment, injunction, order or decree (whether temporary, preliminary or permanent) (an “Antitrust Order”) that restricts, prevents or prohibits the "FTC"consummation of the Merger or any other transaction contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. (c) The Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parent, the Surviving Corporation or their respective subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any Antitrust Order, which would have the effect of preventing or delaying the Effective Time beyond the Outside Date. For the avoidance of doubt, the Parent shall take any and all actions necessary in order to ensure that (i) no requirement for a waiver, consent or approval of the Federal Trade Commission, the Antitrust Division of the Department of Justice Justice, any State Attorney General or other Governmental Entity, (ii) no judgment, injunction, order or decree or any other order in any suit or proceeding and (iii) no other matter relating to any antitrust or competition law or regulation, would preclude consummation of the "Antitrust Division"Merger by the Outside Date. (d) pursuant Each of the Company and the Parent shall give (or shall cause their respective subsidiaries to the HSR Actgive) any notices to third parties, and (z) cooperate with the other use, and cause their respective subsidiaries to use, their respective commercially reasonable efforts to obtain any third party consents required in connection with such party's filings under the HSR Act Offer and the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, or (iii) required to prevent the occurrence of an event that is reasonably likely to have a Company Material Adverse Effect prior to or after the Effective Time, it being understood that neither the Company nor the Parent shall be required to make any payments in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by fulfillment of its obligations under this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalSection 6.5(d).

Legal Conditions to Merger. Each of (a) Seller and Buyer shall use their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Seller and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Buyer and Seller agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer and Seller shall mutually direct any proceedings or negotiations with any Governmental Entity or relating to any of the foregoing, and shall afford each other public or private third partya reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, required to be obtained or made by Parentneither Seller, the Company or Buyer nor any of their respective Subsidiaries shall be required to (i) 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, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Seller and Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Company and Parent shall each use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained by Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Company, Parent and Sub willtransactions contemplated hereby including the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Company and Parent shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such filings to the non-filing party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by Parentthis Agreement. (b) Parent and Company shall, the Company or any and shall cause each of their respective Subsidiaries in connection with to, cooperate and use their respective commercially reasonable efforts to obtain any government clearances required for the Merger or the taking of any action transactions contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date including through compliance with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation applicable foreign governmental reporting requirements), to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other inquiry concerning order (whether temporary, preliminary or permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or the any other matters transactions contemplated by this Agreement commenced Agreement, including by either the FTC or the Antitrust Division or state attorneys general.vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will consult and cooperate with one another, and consider in good

Legal Conditions to Merger. Each of the Company(a) Subject to Sections 7.2 and 7.3, Parent and Sub will take the Company shall each use their best efforts to (i) take, or cause to be taken, all reasonable actions appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each other and furnish information Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Parent or the Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, including, without limitation, the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws and (B) any applicable law. Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will the Company shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) The Company and Parent agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any consentgovernment clearances or approvals required for Closing under any Federal, authorizationstate or foreign law, regulation, rule, order or approval ofdecree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the 30 35 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 any Antitrust Law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to any Antitrust laws, Parent and the Company shall use their best efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any exemption byportion of its business, product line or assets or otherwise take action that could reasonably be expected to have a Parent Material Adverse Effect, a Company Material Adverse Effect or an effect to Parent combined with the Surviving Corporation after the Effective Time comparable to either a Parent Material Adverse Effect or a Company Material Adverse Effect. In case at any Governmental Entity time after the Effective Time any further action is necessary or other public desirable to carry out the purposes of this Agreement or private third partyto vest the Surviving Corporation with full title to all properties, required to be obtained or made by Parentassets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary action. (c) Each of Parent and Company shall give (or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Parent Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent a Parent Material Adverse Effect or Regulatory Authorities a Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, including Section 6.6(b), Baxano and TranS1 shall each use commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Baxano or TranS1 or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Baxano and TranS1 shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Baxano and TranS1 shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, TranS1 and Baxano agree that nothing contained in this Section 6.6(a) shall modify or made by Parent, the Company affect their respective rights and responsibilities under Section 6.6(b). (b) Baxano and TranS1 shall give (or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or the taking of any action contemplated thereby required to be disclosed in Baxano Disclosure Schedule or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties TranS1 Disclosure Schedule, as the other party case may be or such Governmental (iii) required to prevent the occurrence of an event that may, in the case of Baxano, have a Baxano Material Adverse Effect or, in the case of TranS1, a TranS1 Material Adverse Effect prior to or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Seller and Buyer shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each other and furnish information Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub willincluding, without limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. Seller and will Buyer shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their best efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by Parent, the Company or any this Agreement. (b) Each of Seller and Buyer shall give (and shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their best efforts to obtain any third-party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Seller and Buyer shall use their respective best efforts to (and will cooperate with each other in obtainingi) any consent, authorization, order or approval oftake, or any exemption bycause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by ParentSeller or Buyer in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including, without limitation, the Company Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws and (B) any other applicable law. Seller and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to discuss and, if appropriate, accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Buyer and Seller agree to cooperate and to use their respective best efforts to obtain any government clearances or approvals required for Closing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Buyer and Seller shall mutually direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, and shall afford each other a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Seller nor Buyer shall be required to (i) divest any of their respective Subsidiaries businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation, or (ii) take any action under this Section 6.06 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Seller and Buyer shall give any notices to third parties, and use their reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed 62 or required to be disclosed in the Seller Disclosure Schedules or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedules, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent (a) Cross and Sub will take Interpore shall each use all reasonable actions efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Cross or Interpore or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. Cross and will Interpore shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Cross and Interpore shall use their reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made by Parent, included in the Company or any of their respective Subsidiaries Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information Cross and communications Interpore agree, and shall cause each of their respective Subsidiaries, to such Governmental Entities cooperate and to use their respective reasonable efforts to obtain any government clearances required for Closing (including through compliance with any applicable foreign government reporting requirements), to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other public order (whether temporary, preliminary or private third permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement. The parties as hereto will consult and cooperate with one another, and consider in good faith the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request views of one another, in connection therewithwith 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 any federal, state or foreign antitrust or fair trade law. In addition Cross and Interpore shall cooperate and work together in any proceedings or negotiations with any Governmental Entity relating to and not in limitation any of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general.. Notwithstanding

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Seller and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Each of Seller and Buyer shall give (or made by Parent, the Company or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (a) Except as otherwise provided herein, each of the Company, the Company Sub, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which Legal Requirements that may be imposed on itself such party with respect to the Merger (which actions shall includeincluding, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Company and Parent and Sub will, and will cause its Subsidiaries to, shall take all reasonable actions as may be necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity or other public or private third party, court required to be obtained or made by Parentthe Company, the Company Sub, Parent or any of their respective Subsidiaries Sub in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities Merger Agreement, including, without limitation, complying with any requests or other public orders made by the Justice Department or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request Federal Trade Commission in connection therewithwith the Merger. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates agree to share equally in the payment of any and all filing fees relating to the HSR filing. (b) Company and Parent shall each file a premerger notification and report form under the HSR Act, Act (yand any other applicable foreign antitrust law or regulation) comply at with respect to the earliest practicable date with Merger as promptly as reasonably possible following execution and delivery of this Merger Agreement. Each of the parties agrees to use reasonable efforts to respond promptly to any request for additional information that may be received from any Governmental Entity in connection with the HSR filing or any filing under applicable foreign antitrust laws and regulations. Except as otherwise required by United States regulatory considerations, the Company will furnish to Parent copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "COMPANY HSR DOCUMENTS")) between the Company, or any of its representatives, on the one hand, and any Governmental Entity, or members of the staff of such party agency or its affiliates from authority, on the Federal Trade Commission other hand, with respect to this Merger Agreement or the Merger; provided, however, that (i) with respect to documents and other materials filed by or on behalf of the "FTC") or Company with the Antitrust Division of the Department of Justice Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Parent, copies will not be required to be provided to Parent and (ii) with respect to any Company HSR Documents (1) that contain any information which, in the "Antitrust Division"reasonable judgment of Keating, Muething & Klekamp, P.L.L., should not be furnished to Parent xxxxxxe xx xxxxxrusx xxxxxderations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company to furnish any such Company HSR Documents to Parent shall be satisfied by the delivery of such Company HSR Documents on a confidential basis to Fulbright & Jaworski L.L.P., pursuant to a confidentiality agreement containing texxx xxxxonably satisfactory to Parent. Except as otherwise required by United States regulatory considerations, Parent will furnish to the Company copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "PARENT HSR DOCUMENTS")) between Parent or any of its representatives, on the one hand, and (z) cooperate with any Governmental Entity, or member of the staff of such agency or authority, on the other party in connection hand, with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the respect to this Merger Agreement or the Merger; provided, however, that (i) with respect to documents and other matters contemplated materials filed by this Agreement commenced by either the FTC or on behalf of Parent with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys generalgeneral that are available for review by the Company, copies will not be required to be provided to the Company, and (ii) with respect to any Parent HSR Documents (1) that contain information which, in the reasonable judgment of Fulbright & Jaworski L.L.P., should not be furnished to the Company because of antxxxxxx xonsiderations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Parent to furnish any such Parent HSR Documents to the Company shall be satisfied by the delivery of such Parent HSR Documents on a confidential basis to Keating, Muething & Klekamp, P.L.L. pursuant to a confidentiality agrexxxxx xn form and suxxxxxxx reasonably satisfactory to the Company.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Subject to the terms hereof Zircon and Harmony shall each use commercially reasonable efforts to (i) take, or cause to be taken, all actions, and will do, or cause to be done, and to assist and cooperate with each the other parties in obtainingdoing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) any consentas promptly as practicable, authorization, order or approval of, or any exemption by, obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by Parent, the Company Zircon or Harmony and/or any of their respective its Subsidiaries in connection with the Merger or the taking authorization, execution and delivery of any action contemplated thereby or by this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Zircon and Hxxxxxx shall reasonably cooperate with each other in connection with the making of all such filings. Zircon and Harmony shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. (b) provide such other information Each of Zircon and communications Harmony shall give (or Harmony shall cause its Subsidiaries to such Governmental Entities or other public or private give) any notices to third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Actparties, and (z) cooperate with the other use, and cause its respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Zircon Disclosure Schedule or the other matters contemplated by this Agreement commenced by either Harmony Disclosure Schedule, as the FTC case may be, or (iii) required to prevent the Antitrust Division occurrence of an event that may have a Zircon Material Adverse Effect or state attorneys generala Harmony Material Adverse Effect from occurring prior to or after the Effective Time.

Legal Conditions to Merger. Each of the Company, Parent (a) ValueVision and Sub will take National Media shall each use all reasonable actions efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by ValueVision or National Media or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Mergers, and will cause (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, (C) the Communications Act (including the filing of one or more requisite applications with the FCC requesting its Subsidiaries towritten consent to the transactions contemplated hereby (the "FCC Consent Application"), take all reasonable actions necessary to and (aD) obtain (any other applicable law. ValueVision and will National Media shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request changes suggested in connection therewith. In addition (b) ValueVision and National Media agree, and shall cause each of their respective Subsidiaries, to cooperate and not in limitation to use their respective best efforts to obtain any government clearances required for Closing A-29 37 (including through compliance with the HSR Act and any applicable foreign government reporting requirements), to respond to any government requests for information, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the consummation of the foregoingMergers or any other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, each and consider in good faith the views of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Actone another, (y) comply at the earliest practicable date in connection with any request for additional information received analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by such or on behalf of any party hereto in connection with proceedings under or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant relating to the HSR Act, the Communications Act or any other federal, state or foreign antitrust or fair trade law. ValueVision and (z) National Media shall cooperate and work together in any proceedings or negotiations with any Governmental Entity relating to any of the other party foregoing. Notwithstanding anything to the contrary in connection with such party's filings under this Section 5.8, neither ValueVision nor National Media, nor any of their respective Subsidiaries, shall be required to take any action that would reasonably be expected to substantially impair the HSR Act and in connection with resolving any investigation or other inquiry concerning overall benefits expected, as of the Merger or date hereof, to be realized from the other matters contemplated by this Agreement commenced by either consummation of the FTC or the Antitrust Division or state attorneys generalMergers.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, including Section 6.06(b), COR and Millennium shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable, including to (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with i) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits (including any re-issuances thereof), waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by COR or Millennium or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including the Merger, Parent and Sub will(ii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iii) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. COR and Millennium shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. COR and Millennium shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement. For avoidance of doubt, Millennium and COR agree that if and to the extent the requirements of Section 6.06(a) and Section 6.06(b) are not consistent with each other, the requirements of Section 6.06(b) shall control. (b) Subject to the terms hereof, Millennium and COR agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Xxxxxxx Act, order as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or approval offoreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively "Antitrust Laws") and to respond to any exemption bygovernment requests for information under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Millennium shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford COR a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, (A) neither Millennium nor any of its Subsidiaries shall be required, except to the extent it determines to do so in its sole discretion, to (i) divest, or other public or private grant to any third partyparty any rights in, required to be obtained or made by Parent, the Company or any of their respective businesses, product lines or assets or (ii) take or agree to take any other action, or agree to any limitation that is reasonably likely, individually or in the aggregate, to have a Millennium Material Adverse Effect or an COR Material Adverse Effect after the Effective Time, and (B) COR shall not be required, except to the extent it determines to do so in its sole discretion, to divest, or grant to any third party any rights in, Integrilin(R). (c) Each of COR and Millennium shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the COR Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Millennium Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent an COR Material Adverse Effect or Regulatory Authorities a Millennium Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (i) Except as otherwise provided herein, each of the CompanyCamco, Parent STC and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which that may be imposed on itself such party with respect to the Merger (which actions shall includeincluding, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent Camco and Sub STC will, and will cause its respective Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity or other public or private third party, court required to be obtained or made by ParentCamco, the Company STC or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities Merger Agreement, including complying with any requests or other public orders made by the Justice Department or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request Federal Trade Commission in connection therewith. In addition to and not in limitation of with the foregoing, each Merger. (ii) Each of the parties will (x) take promptly all actions necessary to make the filings required of Parent hereto shall file a premerger notification and the Company or their affiliates report form under the HSR Act, (y) comply at Act with respect to the earliest practicable date with Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information received pursuant to Section (e)(1) of the HSR Act. Except as otherwise required by United States regulatory considerations, Camco will furnish to STC copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between Camco, or any of its respective representatives, on the one hand, and any governmental entity, or members of the staff of such party agency or its affiliates from authority, on the Federal Trade Commission other hand, with respect to this Agreement or the Merger; provided; however, that (the "FTC"x) with respect to documents and other materials filed by or on behalf of Camco with the Antitrust Division of the Department of Justice Justice, the Federal Trade Commission, or any state attorneys general that are available for review by STC, copies will not be required to be provided to STC and (y) with respect to any Camco HSR Documents (1) that contain any information which, in the "Antitrust Division"reasonable judgment of Fulbright & Xxxxxxxx L.L.P., should not be furnished to STC because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Camco to furnish any such Camco HSR Documents to STC shall be satisfied by the delivery of such Camco HSR Documents on a confidential basis to Xxxxx & Xxxxx, L.L.P., pursuant to a confidentiality agreement in form and substance reasonably satisfactory to STC. Except as otherwise required by United States regulatory considerations, STC will furnish to Camco copies of all correspondence, filings or communications (zor memoranda setting forth the substance thereof (collectively, "STC HSR Documents")) cooperate with between STC or any of its representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other party in connection hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger respect to this Agreement or the Merger; provided, however, that (x) with respect to documents and other matters contemplated materials filed by this Agreement commenced by either the FTC or on behalf of STC with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys generalgeneral that are available for review by Camco, copies will not be required to be provided to Camco, and (y) with respect to any STC HSR Documents (1) that contain information which, in the reasonable judgment of Xxxxx & Xxxxx, L.L.P., should not be furnished to Camco because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of STC to furnish any such STC HSR Documents to Camco shall be satisfied by the delivery of such STC HSR Documents on a confidential basis to Fulbright & Xxxxxxxx L.L.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Camco. (iii) In the event that any governmental body with jurisdiction of this Merger shall require any member of the STC Affiliated Group to agree to take or not to take any action as a condition to approving or not objecting to the Merger, STC will take such action (A) if the loss in annual revenues to the Surviving Corporation would reasonably be expected not to exceed $75 million during the ensuing twelve months following the Closing, or (B) if STC otherwise considers it reasonable and appropriate in the circumstances to take such action.

Legal Conditions to Merger. Each of (a) Company and Parent shall each use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained by Company or Parent or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Company, Parent and Sub willtransactions contemplated hereby including the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Company and Parent shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such filings to the non-filing party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. Company and Parent shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) Parent and Company shall, and shall cause each of their respective Subsidiaries to, cooperate and use their respective commercially reasonable efforts to obtain any consentgovernment clearances required for the transactions contemplated by this Agreement (including through compliance with the HSR Act and any applicable foreign governmental reporting requirements), authorizationto respond to any government requests for information, and to contest and resist any action, 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 approval permanent) (an "Order") that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. The parties hereto will 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, state or foreign antitrust or fair trade law. Subject to the requirements of applicable law, Parent shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, provided that Parent shall afford Company a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.06, neither Parent nor Company nor any of their respective Subsidiaries shall be required to sell or otherwise dispose of, or any exemption byhold separate (through the establishment of a trust or otherwise), any Governmental Entity assets or other public categories of assets, or private third party, required to be obtained or made by businesses of Parent, the Company or any of their affiliates, or to withdraw from doing business in a particular jurisdiction or to take any other action that would, in any case, reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) Each of Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Parent Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent a Company Material Adverse Effect or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of a Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates Material Adverse Effect from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generaloccurring.

Legal Conditions to Merger. Each of NGP, Newco and each member of the CompanyPrice Group shall, Parent and Sub will take shall cause its Subsidiaries to, use their reasonable best efforts to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable (including amending or restructuring any leases to which any of the Price Entities is a party) (a) to comply promptly with all legal requirements which may be imposed on itself with respect such party or its Subsidiaries to consummate the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub willtransactions contemplated by this Agreement, and will cause its Subsidiaries to, take all reasonable actions necessary (b) to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or Authority and any other public or private third party, party which is required to be obtained or made by Parent, the Company any of them or any of their respective Subsidiaries in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation Agreement; provided, however, that no member of the foregoing, each of the parties will (x) take promptly all actions necessary Price Group or its respective -------- ------- Subsidiaries shall be required to make the filings required of Parent and the Company or their affiliates under the HSR Act, any payment (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC"other than ordinary filing fees) or enter into any modification or amendment to a Lease that alters the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant Lease in a manner that is adverse to the HSR Act, and (z) cooperate with the other party lessee Price Entity in connection with obtaining any such consent, authorization, order, approval or exemption. Each party hereto shall use its reasonable best efforts to consummate the transactions contemplated hereby notwithstanding any initiation prior to the Closing Date of any proceeding seeking dissolution, winding up, liquidation or reorganization of any of the Price Entities or any of such entity's debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, except as required by Applicable Law or such party's filings under the HSR Act and fiduciary duties as set forth in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalan opinion of independent legal counsel.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the Merger terms hereof, Seller and Buyer shall use their respective commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required in connection with approvals of appropriate action, and do, or filing with cause to be done, all things necessary and proper under applicable law to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Seller or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Seller and Buyer shall cooperate with each other in obtainingconnection with the making of all such filings, (b) any consent, authorization, order Each of Seller and Buyer shall give (or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Seller Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Buyer Disclosure Schedule, as the other party case may be, or such Governmental (C) required to prevent a Seller Material Adverse Effect or Regulatory Authorities a Buyer Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company(a) Except as otherwise provided herein, Parent Camco and Sub Schlumberger will each take all reasonable actions necessary to comply promptly with all legal requirements which that may be imposed on itself such party with respect to the Merger (which actions shall includeincluding, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent Camco and Sub Schlumberger will, and will cause its respective Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity or other public or private third party, court required to be obtained or made by ParentCamco, the Company Schlumberger or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby thereby, by the Merger Agreement or by this Agreement and Transaction Agreement, including complying with any requests or orders made by the Justice Department or the Federal Trade Commission in connection with the Merger. (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each Each of the parties will (x) take promptly all actions necessary to make the filings required of Parent hereto shall file a premerger notification and the Company or their affiliates report form under the HSR Act, (y) comply at Act with respect to the earliest practicable date with Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information received pursuant to Section (e)(1) of the HSR Act. Except as otherwise required by United States regulatory considerations, Camco will furnish to Schlumberger copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between Camco, or any of its respective representatives, on the one hand, and any governmental entity, or members of the staff of such party agency or its affiliates from authority, on the Federal Trade Commission other hand, with respect to this Agreement, the Merger Agreement or the Merger; provided; however, that (the "FTC"x) with respect to documents and other materials filed by or on behalf of Camco with the Antitrust Division of the Department of Justice Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Schlumberger, copies will not be required to be provided to Schlumberger and (y) with respect to any Camco HSR Documents (1) that contain any information which, in the "Antitrust Division"reasonable judgment of Fulbright & Xxxxxxxx L.L.P., should not be furnished to Schlumberger because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Camco to furnish any such Camco HSR Documents to Schlumberger shall be satisfied by the delivery of such Camco HSR Documents on a confidential basis to Xxxxx & Xxxxx, L.L.P., pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Schlumberger. Except as otherwise required by United States regulatory considerations, Schlumberger will furnish to Camco copies of all correspondence, filings or communications (zor memoranda setting forth the substance thereof (collectively, "Schlumberger HSR Documents")) cooperate with between Schlumberger or any of its representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other party in connection hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning respect to this Agreement, the Merger Agreement or the Merger; provided, however, that (x) with respect to documents and other matters contemplated materials filed by this Agreement commenced by either the FTC or on behalf of Schlumberger with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys generalgeneral that are available for review by Camco, copies will not be required to be provided to Camco, and (y) with respect to any Schlumberger HSR Documents (1) that contain information which, in the reasonable judgment of Xxxxx & Xxxxx, L.L.P., should not be furnished to Camco because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Schlumberger to furnish any such Schlumberger HSR Documents to Camco shall be satisfied by the delivery of such Schlumberger HSR Documents on a confidential basis to Fulbright & Xxxxxxxx L.L.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Camco. (c) In the event that any governmental body with jurisdiction of this Merger shall require Schlumberger or any of its Subsidiaries to agree to take or not to take any action as a condition to approving or not objecting to the Merger, Schlumberger will take such action (i) if the loss in annual revenues to the Surviving Corporation would reasonably be expected not to exceed $75 million during the ensuing twelve months following the Closing, or (ii) if Schlumberger otherwise considers it reasonable and appropriate in the circumstances to take such action.

Legal Conditions to Merger. Each of the Company(a) EFTC, Parent TBF II and Sub will take K*TEC shall each use all reasonable actions efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by EFTC or TBF II or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Mergers, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. EFTC, TBF II and will K*TEC shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. EFTC and TBF II shall use their reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. (b) EFTC and TBF II agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable efforts to obtain any consentgovernment clearances required for Closing, authorizationto respond to any government requests for information, and to contest and resist any action, 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 approval ofpermanent) (an "Order") that restricts, prevents or prohibits the consummation of the Mergers or any exemption byother transactions contemplated by this Agreement. The parties hereto will 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 any federal, state or foreign antitrust or fair trade law. EFTC, TBF II and K*TEC shall cooperate and work together in any proceedings or negotiations with any Governmental Entity or other public or private third partyrelating to any of the foregoing. Notwithstanding anything to the contrary in this Section 5.8, required to be obtained or made by Parentneither EFTC nor TBF II, the Company or nor any of their respective Subsidiaries, shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Mergers. (c) Each of EFTC and TBF II shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any third party consents related to or required in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMergers.

Legal Conditions to Merger. Each of (a) TSI and Eclipsys shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each other and furnish information Entity any consents, licenses, permits, waivers, approvals, authorizations or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by TSI or Eclipsys or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub willincluding, without limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. TSI and Eclipsys shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request changes suggested in connection therewith. In addition TSI and Eclipsys shall use their best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and not regulations of any applicable law (including all information required to be included in limitation the Joint Proxy Statement and the A-25 00 Xxxxxxxxxxxx Xxxxxxxxx) xx connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, TSI shall use its best efforts to cause HealthVISION to prepare and deliver for inclusion in the Joint Proxy Statement and the Registration Statement any financial statements of HealthVISION and its subsidiaries required by the rules of the SEC to be included therein. (b) Eclipsys and TSI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective best efforts to obtain any government clearances or approvals required for the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates Closing under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from Sherxxx Xxx, as amended, the Clayxxx Xxx, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 restricts, prevents or prohibits the "FTC") consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. In the event of a challenge to the transactions contemplated by this Agreement pursuant to the HSR Act, TSI and Eclipsys shall use their best efforts to defeat such challenge, including by institution and defense of litigation, or to settle such challenge on terms that permit the consummation of the Merger; provided, however, that nothing herein shall require either party to agree to divest or hold separate any portion of its business or otherwise take action that could reasonably be expected to have a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect. Without limiting the foregoing, in the event that either the Federal Trade Commission or the Antitrust Division of the United States Department of Justice issues a Request for Additional Information or Documentary Material under 17 C.F.R. sec. 803.20 (the a "Antitrust DivisionSecond Request") ), then TSI and Eclipsys each agree to use their best efforts to respond fully to such Second Request within 20 days after its receipt and shall promptly make any further filings or information submissions and make any employee available for interview or testimony pursuant to the HSR Actforegoing (both before and after any Second Request) that may be necessary, proper or advisable. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the proper officers and directors of each party to this Agreement shall take all such necessary or desirable action. (c) Each of TSI and Eclipsys shall give (and shall cause their respective Subsidiaries to give) any notices to third parties, and (z) cooperate with the other use, and cause their respective Subsidiaries to use, their best efforts to obtain any third-party consents related to or required in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the TSI Disclosure Schedule or the other matters contemplated by this Agreement commenced by either Eclipsys Disclosure Schedule, as the FTC case may be, or (iii) required to prevent a TSI Material Adverse Effect or an Eclipsys Material Adverse Effect from occurring prior to or after the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of (a) Subject to the terms hereof, Company, Parent Buyer and Sub will take Principal Stockholders shall use their respective reasonable efforts to (i) take, or cause to be taken, all reasonable actions appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Company or Buyer or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Merger, (iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law, and (i) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement, including without limitation the Voting Agreement and Waiver and the Noncompetition Agreement. Company and Buyer shall cooperate with each other in obtaining) any consentconnection with the making of all such filings, authorizationincluding providing or making available copies of all such documents to the non-filing party and its advisors (or, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Parent, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications relating to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, to the advisors of the non-filing party) prior to filing and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Company and Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made by the other party pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. (yb) comply at Subject to the earliest practicable date with terms hereof, Buyer and Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing 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 law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, the "Antitrust Laws"). In the event of a Second Request (as defined below), Company and Buyer shall cooperate in all reasonable respects to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order (as defined in Section 7.1(d) below) (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law. As used herein, "Second Request" shall mean any formal request for additional information received or documentary material made by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division") pursuant to 16 C.F.R. 803.20 under the HSR Act. The parties hereto will consult and cooperate with one another, and (z) cooperate with consider in good faith the other party views of one another, in connection with such party's filings under the HSR Act any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with resolving proceedings under or relating to any investigation Antitrust Law. Notwithstanding anything to the contrary in this Section 6.5, neither Buyer nor any of its Subsidiaries shall be required to (i) divest any of their respective businesses, product lines or assets, or to take or agree to take any other inquiry concerning action or agree to any limitation, that could reasonably be expected to have a Buyer Material Adverse Effect or a material adverse effect on Buyer, combined with Company, after the Merger Effective Time and (ii) none of Buyer, its Subsidiaries or Company shall be required to take any action under this Section 6.5 if the United States Department of Justice or the other matters contemplated by this Agreement commenced by either United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the FTC or the Antitrust Division or state attorneys generalMerger.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, including Section 6.6(b), Merger Partner and Public Company shall each use commercially reasonable efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Merger Partner or Public Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any related governmental request thereunder and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall cooperate with each other in obtainingconnection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Merger Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b). (b) Subject to the terms hereof, Public Company and Merger Partner agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any consentgovernment clearances or approvals required for Closing under the HSR Act, authorizationthe Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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 approval ofpermanent) that restricts, prevents or prohibits the consummation of the Merger or any exemption byother transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will 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 any Antitrust Law. Public Company shall be entitled to direct any proceedings or negotiations with any Governmental Entity relating to any of the foregoing, provided that it shall afford Merger Partner a reasonable opportunity to participate therein. Notwithstanding anything to the contrary in this Section 6.6, neither Public Company nor any of its Subsidiaries shall be under any obligation to (i) make proposals, execute or carry out agreements or submit to orders providing for the sale or other public disposition or private third partyholding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Public Company, required any of its Affiliates or Merger Partner or any of its Subsidiaries or the holding separate of the shares of Merger Partner Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to be obtained or made by Parent, impose any material limitation on the ability of Public Company or any of its subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Merger Partner Common Stock (or shares of stock of the Surviving Corporation) or (ii) take any action under this Section 6.6 if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger. (c) Each of Merger Partner and Public Company shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or the taking of any action contemplated thereby required to be disclosed in Merger Partner Disclosure Schedule or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent (a) Doubletree and Sub will take Promus shall each use all reasonable actions efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to comply consummate and make effective the transactions contemplated hereby as promptly with all legal requirements which may be imposed on itself with respect to the Merger as practicable, (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Doubletree or Promus or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby including, Parent and Sub willwithout limitation, the Mergers, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Doubletree and Promus shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Doubletree and Promus shall use their reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made by Parent, included in the Company or any of their respective Subsidiaries Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information Doubletree and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to Promus agree, and not in limitation of the foregoing, shall cause each of the parties will their respective Subsidiaries, to cooperate and to use their respective reasonable efforts to obtain any government clearances required for Closing 33 (xc) take promptly all actions necessary Each of Doubletree and Promus shall give (or shall cause their respective Subsidiaries to make the filings required of Parent and the Company or their affiliates under the HSR Act, (ygive) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant notices to the HSR Actthird parties, and (z) cooperate with the other use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any third party consents related to or required in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMergers. Section 5.9.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect (a) Subject to the terms hereof, Merger Partner and Public Company shall each use reasonable best efforts to (which actions shall includei) take, without limitationor cause to be taken, furnishing all information required actions, and do, or cause to be done, and to assist and cooperate with the other parties in connection with approvals of doing, all things necessary, proper or filing with advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Merger Partner or Public Company or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Companytransactions contemplated hereby, Parent and Sub will(iii) as promptly as practicable, make all necessary filings, and will cause its Subsidiaries tothereafter make any other required submissions, take all reasonable actions with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to (a) obtain (consummate the transactions contemplated by, and will to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in obtaining) connection with the making of all such filings. Merger Partner and Public Company shall use their respective commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be obtained included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, Merger Partner shall take all actions within its reasonable control to cause (x) the conditions in Section 2 of the Funding Agreements to be satisfied or made by Parent, waived as promptly as practicable after the date hereof and (y) the Financing to be completed as promptly as practicable after the satisfaction or waiver of such conditions. (b) Each of Merger Partner and Public Company shall give (or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of after the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of NBC and Sub will take SunCoast shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by SunCoast or made by Parent, the Company NBC or any of their respective Subsidiaries in connection with the Merger or and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of any such action contemplated thereby or by this Agreement and the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c). (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as conditions of this Agreement (including the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request proviso in connection therewith. In addition to and not in limitation of the foregoingSection 7.5(a)), each of NBC and SunCoast agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which NBC or SunCoast is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Article VIII hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party in connection with such party's filings under consummation of the HSR Act and in connection with resolving any investigation transactions contemplated hereby or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalseeking material damages.

Legal Conditions to Merger. Each 40 (a) Subject to the terms and conditions of the Companythis Agreement, Parent each of Washington Mutual and Sub will take Bank United Corp. shall, and shall cause its Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all reasonable actions necessary necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on itself such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Section 8 hereof, to consummate the transactions contemplated by this Agreement and (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entityii) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will to cooperate with each the other in obtainingparty to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other public or private third party, party which is required to be obtained by Bank United Corp. or made by Parent, the Company Washington Mutual or any of their respective Subsidiaries in connection with the Merger or and the taking of any action other transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information Subject to the terms and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation conditions of the foregoingthis Agreement, each of Washington Mutual and Bank United Corp. agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using reasonable best efforts to (i) modify or amend any contracts, plans or arrangements to which Washington Mutual or Bank United Corp. is a party (to the extent permitted by the terms thereof) if necessary in order to satisfy the conditions to closing set forth in Section 8 hereof, (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties will (x) take promptly all actions necessary to make consummate the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Acttransactions contemplated hereby, and (ziii) cooperate with defend any litigation seeking to enjoin, prevent or delay the other party in connection with such party's filings under consummation of the HSR Act and in connection with resolving any investigation transactions contemplated hereby or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalseeking material damages.

Legal Conditions to Merger. Each of (a) Silknet and Kana shall each use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Silknet or Kana or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Company, Parent and Sub willtransactions contemplated hereby including the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. Silknet and will Kana shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Silknet and Kana shall use commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made by Parent, included in the Company or any of their respective Subsidiaries Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and Agreement. 37 44 (b) provide such other information Kana and communications Silknet agree, and shall cause each of their respective Subsidiaries, to such Governmental Entities cooperate and to use their respective commercially reasonable efforts to obtain any government clearances required for Closing, to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other public order (whether temporary, preliminary or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will permanent) (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the an "FTCOrder") that restricts, prevents or prohibits the Antitrust Division consummation of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the any other matters transactions contemplated by this Agreement commenced Agreement, including by either the FTC or the Antitrust Division or state attorneys generalvigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action.

Legal Conditions to Merger. Each of the Company(a) Except as otherwise provided herein, Parent Camco and Sub Schlumberger will each take all reasonable actions necessary to comply promptly with all legal requirements which that may be imposed on itself such party with respect to the Merger (which actions shall includeincluding, without limitation, furnishing all information required under the HSR Act and in connection with approvals of or filing filings with any other Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent Camco and Sub Schlumberger will, and will cause its respective Subsidiaries to, take all reasonable actions necessary to (a) obtain (and will cooperate with each other in obtaining) any consent, acquiescence, authorization, order or approval of, or any exemption or nonopposition by, any Governmental Entity or other public or private third party, court required to be obtained or made by ParentCamco, the Company Schlumberger or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated thereby thereby, by the Merger Agreement or by this Agreement and Transaction Agreement, including complying with any requests or orders made by the Justice Department or the Federal Trade Commission in connection with the Merger. (b) provide such other information and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each Each of the parties will (x) take promptly all actions necessary to make the filings required of Parent hereto shall file a premerger notification and the Company or their affiliates report form under the HSR Act, (y) comply at Act with respect to the earliest practicable date with Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information received pursuant to Section (e)(1) of the HSR Act. Except as otherwise required by United States regulatory considerations, Camco will furnish to Schlumberger copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between Camco, or any of its respective representatives, on the one hand, and any governmental entity, or members of the staff of such party agency or its affiliates from authority, on the Federal Trade Commission other hand, with respect to this Agreement, the Merger Agreement or the Merger; provided; however, that (the "FTC"x) with respect to documents and other materials filed by or on behalf of Camco with the Antitrust Division of the Department of Justice Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Schlumberger, copies will not be required to be provided to Schlumberger and (y) with respect to any Camco HSR Documents (1) that contain any information which, in the "Antitrust Division"reasonable judgment of Fulbright & Jawoxxxx X.X.P., should not be furnished to Schlumberger because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Camco to furnish any such Camco HSR Documents to Schlumberger shall be satisfied by the delivery of such Camco HSR Documents on a confidential basis to Bakex & Xottx, X.L.P., pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Schlumberger. Except as otherwise required by United States regulatory considerations, Schlumberger will furnish to Camco copies of all correspondence, filings or communications (zor memoranda setting forth the substance thereof (collectively, "Schlumberger HSR Documents")) cooperate with between Schlumberger or any of its representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other party in connection hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning respect to this Agreement, the Merger Agreement or the Merger; provided, however, that (x) with respect to documents and other matters contemplated materials filed by this Agreement commenced by either the FTC or on behalf of Schlumberger with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys generalgeneral that are available for review by Camco, copies will not be required to be provided to Camco, and (y) with respect to any Schlumberger HSR Documents (1) that contain information which, in the reasonable judgment of Bakex & Xottx, X.L.P., should not be furnished to Camco because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Schlumberger to furnish any such Schlumberger HSR Documents to Camco shall be satisfied by the delivery of such Schlumberger HSR Documents on a confidential basis to Fulbright & Jawoxxxx X.X.P. pursuant to a confidentiality agreement in form and substance reasonably satisfactory to Camco. (c) In the event that any governmental body with jurisdiction of this Merger shall require Schlumberger or any of its Subsidiaries to agree to take or not to take any action as a condition to approving or not objecting to the Merger, Schlumberger will take such action (i) if the loss in annual revenues to the Surviving Corporation would reasonably be expected not to exceed $75 million during the ensuing twelve months following the Closing, or (ii) if Schlumberger otherwise considers it reasonable and appropriate in the circumstances to take such action.

Legal Conditions to Merger. Each of (a) Silknet and Kana shall each use all requisite commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Silknet or Kana or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the consummation of the Company, Parent and Sub willtransactions contemplated hereby including the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law. Silknet and will Kana shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Silknet and Kana shall use commercially reasonable efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made included in the Joint Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by Parentthis Agreement. (b) Kana and Silknet agree, the Company or any and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances required for Closing, to respond to any government requests for information, and to contest and resist any action, 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) (an "Order") that ----- restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. (c) Each of Silknet and Kana shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Silknet Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Kana Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent a Silknet Material Adverse Effect or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Parent and the Company or their affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates a Kana Material Adverse Effect from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generaloccurring.

Legal Conditions to Merger. Each of (a) Tuboscope and Varco shall each use their best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary and proper under applicable law to consummate and make effective the Companytransactions contemplated hereby as promptly as practicable, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with ii) obtain from any Governmental Entity) and will promptly cooperate with each Entity or any other and furnish information third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to each other in connection with any such requirements imposed upon any of them be obtained or made by Tuboscope or Varco or any of their Subsidiaries in connection with the Merger. Each authorization, execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the Companytransactions contemplated hereby and thereby including, Parent and Sub willwithout limitation, the Merger, and will cause its Subsidiaries to(iii) as promptly as practicable, take make all reasonable actions necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Stock Option Agreements and the Merger required under (aA) obtain the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and will any related governmental request thereunder, and (C) any other applicable law. Tuboscope and Varco shall cooperate with each other in obtaining) connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. Tuboscope and Varco shall use their best efforts to furnish to each other all information required for any consent, authorization, order or approval of, or any exemption by, any Governmental Entity application or other public or private third party, filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be obtained or made by Parent, included in the Company or any of their respective Subsidiaries Joint Proxy Statement and the Registration Statement) in connection with the Merger or the taking of any action transactions contemplated thereby or by this Agreement and Agreement. (b) provide such other information Varco and communications to such Governmental Entities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. In addition to Tuboscope agree, and not in limitation of the foregoing, shall cause each of the parties will (x) take promptly all actions necessary their respective Subsidiaries, to make the filings cooperate and to use their respective best efforts to obtain any government clearances or approvals required of Parent and the Company or their affiliates for Closing under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (the collectively "FTCAntitrust Laws"), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, 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) (an "Order") that restricts, prevents or prohibits the Antitrust Division consummation of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the any other matters transactions contemplated by this Agreement commenced under any Antitrust Law. The parties hereto will 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 either or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding anything to the FTC contrary in this Section 6.06, neither Varco nor Tuboscope nor any of their Subsidiaries 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 could reasonably be expected to have a material adverse effect on Tuboscope or on Tuboscope combined with Varco after the Antitrust Division or state attorneys generalEffective Time.

Legal Conditions to Merger. Each of the Company, Parent and Sub will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Merger (which actions shall include, without limitation, furnishing all information required in connection with approvals of or filing with any Governmental Entity) and will promptly cooperate with each other and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Merger. Each of the Company, Parent and Sub will, and will cause its Subsidiaries to, take all reasonable actions necessary to (a) obtain Subject to the terms hereof, including Section 6.6(b), Merger Partner and Public Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and will do, or cause to be done, and to assist and cooperate with each the other parties in obtainingdoing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) any consentas promptly as practicable, authorization, order or approval of, or any exemption by, obtain from any Governmental Entity or any other public third party any consents, licenses, permits, waivers, approvals, authorizations, or private third party, orders required to be obtained or made by Parent, the Merger Partner or Public Company or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and its implementing regulations, and (C) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Merger Partner and Public Company shall reasonably cooperate with each other in connection with the making of all such filings. Merger Partner and Public Company shall use their respective Subsidiaries commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Public Company and Xxxxxx Partner agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b). (b) Each of Merger Partner and Public Company shall use reasonable best efforts to give (or shall cause their respective subsidiaries to give) any notices to third parties, and use, and cause their respective subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Merger Partner Disclosure Schedule or the taking of any action contemplated thereby or by this Agreement and (b) provide such other information and communications to such Governmental Entities or other public or private third parties Public Company Disclosure Schedule, as the other party case may be, or such Governmental (iii) required to prevent the occurrence of an event that may have a Merger Partner Material Adverse Effect or Regulatory Authorities a Public Company Material Adverse Effect from occurring prior to or other public or private third parties may reasonably request in connection therewithafter the Effective Time. In addition to and not in limitation of Notwithstanding the foregoing, each of the parties will (x) take promptly all actions necessary Merger Partner shall not be required to make pay more than a nominal sum to obtain any such consent and (y) upon request of Merger Partner, Public Company will provide a guaranty of any Merger Partner Leases requested by a lessor thereunder to the filings required extent such guaranty is effective at or after the Effective Time. (c) Subject to the terms hereof, Public Company and Merger Partner agree, and shall cause each of Parent their respective subsidiaries, to (i) cooperate and to use their respective commercially reasonable efforts to achieve expiration or termination of the Company or their affiliates waiting periods under the HSR Act, including any extensions thereof, and to obtain any other required government clearances or approvals under any other federal, state or foreign Law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (y“Antitrust laws”), and (ii) comply at respond to any government requests for information under any Antitrust law. Public Company and Merger Partner shall use reasonable best efforts to file no later than ten (10) Business Days after the earliest practicable date of this Agreement the Notification and Report Forms required by the HSR Act. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any request 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 any Antitrust law. Notwithstanding anything to the contrary in this Section 6.6, neither Public Company nor any of its subsidiaries nor Merger Partner shall be under any obligation to (A) make proposals, execute or carry out agreements or submit to orders providing for additional information received by the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Public Company, any of its Affiliates or Merger Partner or any of its subsidiaries or the holding separate of the shares of Merger Partner Capital Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of Public Company or any of its subsidiaries or Affiliates to conduct their business or own such party assets or its affiliates from to acquire, hold or exercise full rights of ownership of the shares of Merger Partner Capital Stock (or shares of stock of the Surviving Corporation) or (B) take any action under this Section 6.6 if the United States Department of Justice or the United States Federal Trade Commission (the "FTC") authorizes its staff to seek a preliminary injunction or the Antitrust Division restraining order to enjoin consummation of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys generalMerger.