Common use of Reasonable Best Efforts; Cooperation Clause in Contracts

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assets.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (ia) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (iib) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents, the Schedule TO, the Schedule 14D-9 and the Company Proxy Statement and (d) promptly making all regulatory filings and applications and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement, including, without limitation those required by the HSR Act. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any No party to effect this Agreement shall consent to any voluntary delay in the consummation of the Offer or the Merger and all other transactions contemplated hereby, at the Company shall not, behest of any Governmental Entity without the prior written consent of Parentthe other parties to this Agreement, commit to any divestiture transaction, and Parent which consent shall not be required unreasonably withheld or delayed. (b) Each party hereto shall use commercially reasonable efforts to divest or hold separate or otherwise take or commence to not take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect toaction, or its ability to retainenter into any transaction, the Company or that would cause any of Parent's affiliates its representations or warranties contained in this Agreement to be untrue or result in a breach of any material portion of the Company's assets or such affiliates' assetscovenant made by it in this Agreement.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and Parties agrees to use all reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement and to obtain satisfaction or waiver of the conditions precedent to the consummation of the transactions contemplated hereby, including, without limitation, : (ia) cooperating in responding obtaining all of the necessary Consents from Governmental Authorities and other third parties and the making of all filings and the taking of all steps as may be necessary to inquiries obtain Consent from, and making presentations toor to avoid an Action by, regulatory authorities and any Governmental Authority; (iib) the defending against and responding to of any action, suit, proceeding, or investigationActions, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or consummation of the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed. Notwithstanding anything herein ; and (c) the execution and delivery of any additional instruments necessary to consummate the contrarytransactions contemplated by, in connection and to fully carry out the purposes of, this Agreement or the transactions contemplated thereby; it is hereby understood and agreed that the Buyer and the Assignees shall cause Company to cooperate with any filing or submission or other action required requests by Seller (as a secured lender under the Revolving Credit Agreement) to be made or taken by any party to effect protect its security interest in the Merger and all other transactions contemplated herebycollateral, including, without limitation, the Company shall not, without the prior written consent procurement of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of deposit/securities account control agreements granting control over the Company's assets ’s deposit accounts or such affiliates' assetssecurities accounts.

Reasonable Best Efforts; Cooperation. Upon (a) Subject to the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto Parties shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to promptly take, or cause to be taken, all other actions actions, and to promptly do, or cause to be done, and to assist and cooperate with the other Parties in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and under applicable Laws to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as promptly as practicable after the transactions contemplated by date of this AgreementAgreement and in any event prior to the Termination Date, including, without limitation, : (i) cooperating in responding the obtaining, filing or delivering all of the necessary Consents and clearances from Governmental Authorities and other third parties and the making of all filings and the taking of all steps as may be necessary to inquiries obtain Consent or clearance from, and making presentations toor to avoid an Action by, regulatory authorities and any Governmental Authority; (ii) the defending against and responding to of any action, suit, proceeding, or investigationActions, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or consummation of the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed; and (iii) 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. Notwithstanding anything herein For the avoidance of doubt, the Securityholder Representative shall have no obligations prior to the contrary, Closing other than in connection with the preparation, execution and delivery of the Escrow Agreement and any filing or submission or other action required to be made or taken by any party to effect matters expressly set forth herein. (b) As promptly as practicable after the Merger and all other transactions contemplated herebydate hereof, the Company shall not, without provide the prior written consent Accredited Investor Questionnaire to each of Parent, commit to any divestiture transactionthe Company Equity Holders, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion shall use its reasonable best efforts to obtain duly executed Accredited Investor Questionnaires from each of the Company's assets or such affiliates' assetsCompany Equity holders as soon as practicable after the date hereof but in any event no later than thirty (30) days after the date of this Agreement.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; provided, includinghowever, without limitationthat nothing in this Agreement (except as expressly provided for in Section 1.01) shall obligate Parent or Purchaser to extend the Offer. Without limiting the foregoing, each of the parties hereto shall (i) cooperating cooperate in responding to inquiries from, and making presentations to, regulatory authorities and customers, (ii) defending defend against and responding respond to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein , (iii) cooperate in the preparation and filing of the Offer Documents, the Schedule TO, the Schedule 14D-9 and the Proxy Statement and (iv) promptly make all regulatory filings and applications, including without limitation any required filings and responses to requests for additional information under the contraryHSR Act and Foreign Antitrust Laws, in connection with and any filing or submission or other action required to be made or taken by any party to effect amendments thereto as are necessary for the Merger and all other consummation of the transactions contemplated hereby, the Company by this Agreement. (b) Nothing in this Agreement shall not, without the prior written consent of obligate Parent, commit Purchaser or any of their respective Subsidiaries or affiliates to agree (i) to limit in any divestiture transactionmanner or not to exercise any rights of ownership of any securities (including the Shares), and Parent shall not be required or to divest divest, dispose of or hold separate any securities or otherwise take all or commence to take any action thatportion of their respective businesses, in assets or properties or of the reasonable discretion businesses, assets or properties of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates its Subsidiaries or (ii) to limit in any material portion manner the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company's assets Company and its Subsidiaries or such affiliates' assets(B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall Parties, will use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all its reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to (i) consummate and make effective as promptly as effective, in the most expeditious manner practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities hereby and (ii) defending against obtain all approvals, consents, registrations, permits, authorizations and responding other confirmations from any Governmental Authority or other Person (other than a Governmental Authority) necessary, proper or advisable to consummate the transactions contemplated hereby. For the avoidance of doubt, the obtaining of any such approval, consent, registration, permit, authorization or other confirmation is not a condition to Closing unless expressly set forth in Article VII. Without limiting the generality of the foregoing, (x) each of Seller and ODP will use its reasonable best efforts to cause the conditions set forth in Section 7.1 to be satisfied or fulfilled, and (y) each of Buyer and Gigante Sub will use its reasonable best efforts to cause the conditions set forth in Section 7.2 to be satisfied or fulfilled. (b) Without limiting the generality of Section 5.1(a), neither Seller nor ODP nor Buyer nor Gigante Sub will take any action, suitor permit any of its respective Subsidiaries to take any action, proceedingto materially diminish the ability of any Party to consummate, or investigationmaterially delay any Party’s ability to consummate, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assets.

Reasonable Best Efforts; Cooperation. Upon the terms ------------------------------------ and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assets.

Reasonable Best Efforts; Cooperation. Upon (a) From and after the terms date of this Agreement, and subject to through the conditions hereofearlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filingsshall, and to the Company shall cause each of its Subsidiaries to, use all its respective reasonable best efforts to take, or cause to be taken, all other actions actions, and to do, or cause to be done, all other things necessary, proper or advisable to cause advisable, and in compliance with all conditions to the Offer to be satisfied and Laws, to consummate and make effective as promptly as practicable the transactions contemplated by this AgreementAgreement as promptly as practicable, includingincluding satisfaction, without limitationbut not waiver, of the conditions to Closing set forth in Article VII. (b) Without limiting the generality of the foregoing, and subject to Sections 6.03, 6.04 and 6.05(c), the Company and its Subsidiaries, on the one hand, and Purchaser and Merger Sub, on the other hand, shall each (i) cooperating furnish to the other such necessary information and reasonable assistance as the other party may reasonably request in responding to inquiries fromconnection with the foregoing, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or cooperate in all respects with each other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission and in connection with any investigation or other action required to be made inquiry, including any proceeding initiated by a Governmental Authority or taken a private party, (iii) keep the other party reasonably informed of any communication received or given in connection with any proceeding by any a Governmental Authority or a private party, in each case, regarding the transactions contemplated hereby and (iv) permit the other party to effect review any substantive communication given by it, and consult with each other a reasonable amount of time in advance of any meeting, in connection with any proceeding by a Governmental Authority or a private party, with any other Person and, to the Merger extent permitted by Law and all such other transactions contemplated herebyPerson, give the other party the opportunity to attend and participate in such meetings and conferences. (c) From and after the date of this Agreement, and through the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, the Company agrees to, and shall notcause its Subsidiaries and their respective Representatives, without on a commercially reasonable efforts basis to provide, in each case at Purchaser’s sole cost and expense, such assistance as is reasonably requested by Purchaser in connection with any arrangement, marketing, syndication and consummation of any financing that may be arranged by Purchaser to the extent deemed necessary or advisable by Purchaser to fund any portion of the Aggregate Purchase Price (“Financings”), including, commercially reasonable efforts to: (i) provide information with respect to the property and assets of the Company and its Subsidiaries, and provide reasonable assistance with the preparation by Purchaser or its Representatives of customary materials for offering prospectuses, private placement memoranda, bank information memoranda, offering memoranda, marketing materials, rating agency presentations and similar documents, in each case to the extent required in connection with the Financings; provided, that, Purchaser shall be solely responsible for the preparation of any such customary materials required in connection with any Financing; (ii) with respect to the property and assets of the Company and its Subsidiaries, providing reasonable assistance to Purchaser in connection with the preparation of (A) any pro forma financial information to be included in any marketing materials to be used in the Financings and (B) any relevant section of any offering documents to the extent necessary in connection with any offering documents in respect of the Financing; (iii) at least five (5) Business Days prior to the Closing Date, upon Purchaser’s prior written consent request at least ten (10) Business Days prior to the Closing Date, providing all documentation and other information which any investor, lender or other financial institution providing or arranging the Financings has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Bank Secrecy Act, as amended by Title III of Parentthe Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT); (iv) upon the reasonable request from Purchaser to the Company at any time prior to Closing, permitting any prospective arrangers, underwriters, initial purchasers, placement agents or other entities that have committed to provide, arrange, underwrite or place any Financing to conduct customary due diligence with respect to the property and assets of the Company and its Subsidiaries (and provide all relevant information or documentation that is available to the Company or its Subsidiaries and is reasonably requested in writing in connection with such diligence promptly after such request, including obtaining or assisting Purchaser in obtaining required consents of third parties in connection therewith (excluding any information or documentation subject to privilege or a confidentiality undertaking with an unrelated third party)); and (v) reasonably assisting Purchaser in preparation of the property exhibit documentation necessary to pledge and mortgage the property and assets of the Company and its Subsidiaries that will be collateral under the Financing at Closing provided, that, (a) no security interest shall be effective until Closing and (b) no liability shall be imposed on the Company, its Subsidiaries or any their respective Representatives. (d) Notwithstanding anything to the contrary contained in Section 6.02(c), nothing in Section 6.02(c) shall require any such cooperation to the extent that it would (i) require the Company or its Subsidiaries or any of their respective Representatives, as applicable, to agree to pay any commitment or other fees or reimburse any expenses, or incur any liability or give any indemnities or otherwise commit to take any divestiture transactionsimilar action, in each case, prior to the Closing, (ii) require the Company or its Subsidiaries or any of their respective Representatives to provide any information that is not reasonably available to the Company, its Subsidiaries or their respective Representative, or (iii) require the Company or its Subsidiaries or any of their respective Representatives to take any action that will conflict with or violate such Persons’ Organizational Documents, as applicable, or any applicable Laws or result in a violation or breach of, or default under, any Contract with a non-Affiliate to which such Person, as applicable, is a party, or result in any officer or director of any such Person incurring any personal liability with respect to any matters relating to the Financings. Purchaser shall, promptly upon request by the Company, reimburse the Company and Parent its Subsidiaries and each of their respective Representatives for all reasonable and documented out-of-pocket costs incurred by such Persons in connection with the cooperation contemplated by Section 6.02(c) (including reasonable attorney’s fees); and shall indemnify and hold harmless the Company or its Subsidiaries and each of their respective Representatives from and against any and all liabilities suffered or incurred by such Persons arising from the cooperation provided by such Persons pursuant to Section 6.02(c) (other than to the extent such liabilities arise from the Fraud, willful or intentional misconduct or gross negligence of the Company or its Subsidiaries or any of their respective Representatives as determined in a final, non-appealable judgment of a court of competent jurisdiction) and any information utilized in connection therewith; provided, that, Purchaser shall not be required to divest indemnify and hold harmless the Company and its Representatives to the extent that such liabilities are determined in a final, non-appealable judgment of a court of competent jurisdiction to arise from or hold separate be related to information provided by the Company, its Subsidiaries or otherwise take their respective Representatives to Purchaser in writing specifically for use in the Financings that contain any untrue statement of a material fact or commence omit to take state any action thatmaterial fact required to be stated therein or necessary in order to make the statements therein, in light of the reasonable discretion of Parentcircumstances under which they are made, limits its freedom of action with respect to, or its ability to retain, not misleading. (e) All confidential information provided by the Company or its Subsidiaries and each of their respective Representatives in connection with the provision of assistance in connection with the Financings shall be kept confidential in accordance with the Confidentiality Agreement, except that notwithstanding anything herein or in the Confidentiality Agreement to the contrary, Purchaser shall be permitted to disclose any confidential information provided pursuant to this Section 6.02 to any actual or bona fide prospective Financing sources in connection with the Financings so long as such Persons (x) agree to be bound by the Confidentiality Agreement as if parties thereto or (y) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of Parent's affiliates which the Company is a beneficiary. (f) Purchaser acknowledges and agrees that obtaining Financing is not a condition to Closing and, if the Financing has not been obtained, Purchaser shall continue to be obligated to complete the transactions contemplated by this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the Company’s obligations under Sections 6.02(c) and (d), shall be deemed to be satisfied and the Company shall have no responsibility, obligation or any material portion liability if Purchaser is unable to secure the Financing unless the failure to obtain the Financing is solely a direct result of the Company's assets ’s knowing and intentional breach of any material obligation under Sections 6.02(c) or (d). As used in this Section 6.02(g), “knowing and intentional breach” means a material breach that is a consequence of an act or failure to act undertaken by the breaching party with the knowledge that the undertaking of such affiliates' assetsact (or failure to act) would, or would be reasonably expected to, cause a material breach of Sections 6.02(c) or (d).

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents (including, without limitation, any consents relating to Company Material Leases) and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without use reasonable best efforts to obtain from each landlord or sublandlord (as the prior written consent case may be) of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates Subsidiary under a Company Material Lease an estoppel certificate certifying that such Company Material Lease is unmodified and in full force and effect (or any material portion if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates to which the rent and other charges payable hereunder have been paid, and stating whether or not, to the knowledge of the Company's assets signer of such certificate, the tenant or subtenant (as the case may be) thereunder is in default in the performance of any covenant, agreement or condition contained in such affiliates' assetsCompany Material Lease and, if so, specifying each such default of which the signer may have knowledge.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (ia) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (iib) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversed, (c) cooperating in the preparation and filing of the Offer Documents, the Schedule TO and the Schedule 14D-9 and (d) promptly making all regulatory filings and applications, including without limitation any required filings under the HSR Act, and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of ParentCompany's affiliates Affiliates or any material portion of the Company's assets or such affiliates' assetsbusinesses.

Reasonable Best Efforts; Cooperation. Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and customers, (ii) defending against and responding to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversedreversed (iii) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9 and the Proxy Statement and (iv) promptly making all regulatory filings and applications, including without limitation any required filings under the HSR Act, and any amendments thereto as are necessary for the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parentthe Company's affiliates or any material portion of the Company's assets or such affiliates' assetsbusinesses.

Reasonable Best Efforts; Cooperation. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use all its reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to cause all conditions to the Offer to be satisfied and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement; provided, includinghowever, without limitationthat nothing in this Agreement (except as expressly provided for in Section 1.01) shall obligate ------------ Parent or Purchaser to extend the Offer. Without limiting the foregoing, each of the parties hereto shall (i) cooperating cooperate in responding to inquiries from, and making presentations to, regulatory authorities and customers, (ii) defending defend against and responding respond to any action, suit, proceeding, or investigation, whether judicial or administrative, challenging or relating to this Agreement, the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or therebyhereby, including seeking to have any stay or temporary restraining order entered entered, by any court or other Governmental Entity vacated or reversed. Notwithstanding anything herein , (iii) cooperate in the preparation and filing of the Offer Documents, the Schedule TO, the Schedule 14D-9 and the Proxy Statement and (iv) promptly make all regulatory filings and applications, including without limitation any required filings and responses to requests for additional information under the contraryHSR Act and Foreign Antitrust Laws, in connection with and any filing or submission or other action required to be made or taken by any party to effect amendments thereto as are necessary for the Merger and all other consummation of the transactions contemplated hereby, the Company by this Agreement. (b) Nothing in this Agreement shall not, without the prior written consent of obligate Parent, commit Purchaser or any of their respective Subsidiaries or affiliates to agree (i) to limit in any divestiture transactionmanner or not to exercise any rights of ownership of any securities (including the Shares), and Parent shall not be required or to divest divest, dispose of or hold separate any securities or otherwise take all or commence to take any action thatportion of their respective businesses, in assets or properties or of the reasonable discretion businesses, assets or properties of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates its Subsidiaries or (ii) to limit in any material portion manner the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company's assets Company and its Subsidiaries or such affiliates' assets(B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries.

Reasonable Best Efforts; Cooperation. Upon (a) Each of Buyer, the terms Company and subject Sellers shall cooperate with each other and use their respective Reasonable Best Efforts to the conditions hereof, each of the parties hereto shall use all reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all reasonable best efforts to take, take or cause to be takentaken all actions, all other actions and to do, do or cause to be donedone all things, all other things reasonably necessary, proper or advisable to cause all conditions to the Offer to be satisfied on its part under this Agreement and applicable Laws to consummate and make effective the Transaction as soon as practicable, including using Reasonable Best Efforts to prepare and file as promptly as reasonably practicable all documentation to obtain as promptly as reasonably practicable all consents, approvals, registrations, authorizations, waivers or Licenses necessary or advisable to be obtained from any Third Party and/or any Government Entity in order to consummate the transactions contemplated by Transaction. (b) The Company shall, and shall cause its Subsidiaries to, use their respective Reasonable Best Efforts to give any notices to, and seek any consents required from, Third Parties required in connection with the Transaction. (c) Prior to the Closing, none of the parties hereto will take any action or make any intentional omission (i) which is materially inconsistent with its obligations under this Agreement, including, without limitation, (i) cooperating in responding to inquiries from, and making presentations to, regulatory authorities and (ii) defending against and responding that would cause any representation made by such party in this Agreement to be untrue or misleading in any actionmaterial respect, suit, proceeding(iii) that would make it impossible or impracticable for a condition herein to be satisfied, or investigation(iv) that would materially hinder or delay the consummation of the Transaction. (d) Each Seller and the Company shall reasonably cooperate with Buyer and its representatives, whether judicial or administrative, challenging or relating to this Agreement, auditors and counsel in the Subscription Agreement or the Voting Agreement or the transactions contemplated hereby or thereby, including seeking to have preparation of any stay or temporary restraining order entered by any court documents or other Governmental Entity vacated or reversed. Notwithstanding anything herein to the contrary, material which may be reasonably required in connection with any filing or submission or other action required to be made or taken by any party to effect the Merger and all other transactions contemplated hereby, the Company shall not, without the prior written consent of Parent, commit to any divestiture transaction, and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits its freedom of action with respect to, or its ability to retain, the Company or any of Parent's affiliates or any material portion of the Company's assets or such affiliates' assetsTransaction.