Common use of Reasonable Best Efforts; Filings Clause in Contracts

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent and Xxxxxx shall cooperate with each other and use (and shall cause their respective Affiliates to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Exchanges, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and (iii) execute and deliver any additional instruments necessary to consummate the Exchanges. (b) Notwithstanding the foregoing or anything to the contrary in this Agreement, in no event shall Xerox or Conduent (or any of their respective Affiliates) be obligated by this Agreement to (i) consummate the Spin-Off, (ii) other than providing for the transactions contemplated herein, make any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar agreement with respect to, any assets (whether tangible or intangible) or any portion of any business of Xerox or any of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms of this Agreement. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein).

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xeroxthe parties hereto will, Conduent and Xxxxxx shall Visant will cause its Affiliates to, cooperate with each other and use (and shall cause their respective Affiliates to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable on its part under this Agreement and applicable Law to consummate and make effective, in effective the most expeditious manner reasonably practicable, the Exchangestransactions contemplated by this Agreement, including preparing and filing submitting as promptly and fully as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrationsreports, submissions of information, applications and other documents, (ii) filings and to obtain as promptly as practicable all approvals, consents, registrations, orders permits and other confirmations from any Governmental Authority or third party necessary, proper approvals necessary or advisable to consummate the Exchanges be obtained from any Person or any Governmental Entity and (iii) execute and deliver removing any additional instruments injunctions or other impediments or delays, legal or otherwise, which are necessary in order to consummate the Exchangestransactions contemplated by this Agreement. Notwithstanding the previous sentence, the parties hereto will take promptly all actions necessary to make any filings required of the parties or their respective Affiliates under the HSR Act and, in any case, will make such filings within ten Business Days from the date hereof. In case, at any time after the Closing, any further action is necessary to carry out the purposes of this Agreement and the transactions contemplated by this Agreement, Buyer and Visant will, and will cause their respective Affiliates to, take all such necessary action. (b) Notwithstanding the foregoing or anything in this Agreement to the contrary contrary, including Section 5.4(a), the parties hereby agree and acknowledge that neither party will have any obligation to make any payment in respect of obtaining any consent, permit or approval from any Person, other than standard filing and application fees to Governmental Entities, and that Buyer shall have no obligation, in connection with applying for or receiving clearance, consent, authorization or any other permission from any Governmental Entity for the consummation of the transactions contemplated by this Agreement, to: (i)(A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Closing, of any assets, licenses, operations, rights, product lines, businesses or interest therein of Buyer (or any of its Subsidiaries or Affiliates), Xxx Xxxxxxxx, the Transferred Subsidiaries or the Business, or (ii) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of Buyer (or any of its Subsidiaries or Affiliates), Xxx Xxxxxxxx, the Transferred Subsidiaries or the Business. (c) Subject to applicable Laws relating to the exchange of information, Buyer and Visant shall have the right to review in no event advance, and to the extent practicable each will consult the other on, all the information relating to Buyer, Visant, Xxx Xxxxxxxx and the Transferred Subsidiaries and the Business, as the case may be, that appears in any filing made with, or written materials submitted to, any Person and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. Each of Buyer and Visant will, and will cause their respective Affiliates to, respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Buyer and Visant shall Xerox act reasonably and as promptly as practicable. (d) Subject to applicable Laws relating to the exchange of information, each of Buyer and Visant shall, and shall cause their respective Affiliates to, upon request by the other, furnish the other with all information concerning itself, its directors, officers and shareholders and such other matters as may be reasonably necessary or Conduent advisable in connection with any statement, submission, filing, notice or application made by or on behalf of any of Buyer or Visant or any of their respective Affiliates to any Person or any Governmental Entity in connection with the approval of or consent to the transactions contemplated by this Agreement. (e) Subject to applicable Laws relating to the exchange of information, (i) each of Buyer and Visant shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Buyer or Visant or any of their respective Affiliates) be obligated , as the case may be, from any Person or any Governmental Entity with respect to the transactions contemplated by this Agreement to (i) consummate the Spin-Off, Agreement; (ii) permit the other than providing for party to review any material communication given by it to, and consult with each other in advance of any communication, meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person; and (iii) each of Buyer and Visant shall not, and shall cause their respective Affiliates not to, permit any of their respective officers, directors or any other representatives or agents to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry relating to the transactions contemplated herein, make any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar agreement with respect to, any assets (whether tangible or intangible) or any portion of any business of Xerox or any of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms of by this Agreement, unless it consults with Visant or Buyer, respectively, in advance and gives such other parties the opportunity to attend and participate thereat. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein).

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent the Company and Xxxxxx the Investors shall cooperate with each other and use (and the Company shall cause their respective Affiliates the other Group Companies to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly promptly: (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the ExchangesTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, ; (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and Transactions; (iii) execute and deliver any additional instruments necessary to consummate the ExchangesTransactions; and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. (b) Each of the Company and the Investors shall use its reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Investors, as the case may be, from or given by the Company or the Investors, as the case may be, to any Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, and (iv) to the extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in no event shall Xerox this Section 5.02 or Conduent (or any of their respective Affiliates) be obligated by elsewhere in this Agreement shall require any Investor to (i) consummate the Spin-Off, (ii) other than providing for the transactions contemplated herein, make take any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar agreement action with respect to, any assets (whether tangible or intangible) or any portion of any business of Xerox or any of its Affiliates or of Conduent or to any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms of this Agreement. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to give effect any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of such Investor. The parties understand and agree that all obligations of each Investor related to or reflect the transactions contemplated herein)regulatory approvals shall be governed exclusively by this Section 5.02.

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent the Company and Xxxxxx the Purchaser shall cooperate with each other and use (and shall cause their respective Affiliates its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to the Initial Closing or Additional Closing, as applicable, to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the ExchangesTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and Transactions, (iii) execute and deliver any additional instruments necessary to consummate the ExchangesTransactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. (b) The Company and the Purchaser agree to make an appropriate filing of a Notification and Report Form (“HSR Form”) pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, so as to enable the parties hereto to consummate the Transactions. (c) Each of the Company and the Purchaser shall use their respective reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Purchaser, as the case may be, from or given by the Company or the Purchaser, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) and 4(d) documents” as that term is used in the rules and regulations under the HSR Act and other confidential information contained in the HSR Form, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (d) Notwithstanding the foregoing or anything to the contrary in this AgreementAgreement (i) in no case shall the Company or the Purchaser be obligated to (and the Company shall not, without the written consent of the Purchaser, and in no event shall Xerox the Purchaser be deemed to have breached any representation, warranty, covenant or Conduent (agreement for refusing to) become subject to, consent to or any of their respective Affiliates) be obligated by this Agreement to (i) consummate the Spin-Off, (ii) other than providing for the transactions contemplated herein, make any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree to, or proffer to, divest or hold separate, or enter into otherwise take any licensing or similar agreement action with respect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (whether tangible including those of its respective Affiliates (but for the avoidance of doubt excluding any Specified Persons, as to whom no such requirements, conditions, understandings, agreements or intangibleorder shall apply in any event)) in any manner that, either individually or in the aggregate, (A) materially adversely affects the financial condition, business, or the operations of (x) the Company and its Subsidiaries, on a consolidated basis, or (y) the Purchaser and its Affiliates or (B) prohibits or materially limits the ownership, control or operation by (x) the Company and its Subsidiaries or (y) the Purchaser and its Affiliates of any material portion of any business of Xerox its or their respective businesses or assets, or compels the Company or Purchaser or any of its Affiliates to dispose of or of Conduent or hold separate any of its Affiliatesmaterial businesses or assets or any portion thereof; provided, however however, that if Xerox elects this Section 5.02(d) shall not apply to consummate any such consent, agreement, action, consent, condition, understanding or order relating to the Spin-OffCompany’s interests in the Specified Business; and (ii) in no case shall Purchaser be obligated to consent or agree to any requirement, it shall ensure that condition, understanding, agreement or restriction relating to the terms identity or independence of any Purchaser Designee or to the Spin-Off Documents are consistent with the terms conduct of this Agreementany Purchaser Director. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein).

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xeroxthe Company and Parent shall, Conduent and Xxxxxx shall cooperate with each other and use (and shall cause its Subsidiaries to, use their respective Affiliates to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable under Applicable Law to cause consummate the conditions to Closing to be satisfied Merger and other transactions contemplated hereby as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Exchanges, including (i) (A) preparing and filing as promptly and fully as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, orders and other confirmations from any Governmental Authority or third party Filings as are necessary, proper or advisable to consummate the Exchanges Merger and the other transactions contemplated hereby, (B) obtaining, as promptly as practicable, and thereafter maintaining, all Consents from any Governmental Authority that are necessary, proper or advisable to consummate the Merger or other transactions contemplated hereby, and complying with the terms and conditions of each Consent (including by supplying as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws), (C) obtaining all required Consents from non-governmental Third Parties (including as required under any Company Material Contract), and (iiiD) execute cooperating with the other Parties hereto in their efforts to comply with their obligations under this Agreement, including those described in this Section 7.01, and deliver executing and delivering any additional instruments necessary to consummate the Exchangestransactions contemplated hereby and fully carry out the purposes of this Agreement, and (ii) (A) defending any Action, whether judicial or administrative, brought by any Governmental Authority or Third Party challenging this Agreement or seeking to enjoin, restrain, prevent, prohibit or make illegal consummation of the Merger or any of the other transactions contemplated hereby and (B) contesting any Order that enjoins, restrains, prevents, prohibits or makes illegal consummation of the Merger or any of the other transactions contemplated hereby. (b) Notwithstanding Parent shall have the foregoing right to (i) direct, devise and implement the strategy for obtaining any necessary Consent of, for responding to any request from, inquiry or anything investigation by (including directing the timing, nature and substance of all such responses), and lead all meetings and communications (including any negotiations) with, any Governmental Authority that has authority to enforce any Antitrust Law and (ii) control the defense and settlement of any litigation, action, suit, investigation or proceeding brought by or before any Governmental Authority that has authority to enforce any Antitrust Law, Parent shall consult with the Company in a reasonable manner and consider in good faith the views and comments of the Company in connection with the foregoing. (c) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall, and each shall cause its Subsidiaries to, as promptly as practicable following the date of this Agreement, make all Filings with all Governmental Authorities that are necessary, proper or advisable under this Agreement or Applicable Law to consummate and make effective the Merger and the other transactions contemplated hereby, including the notification and report form pursuant to the contrary in HSR Act, which shall be filed no later than ten Business Days from the date of this Agreement. In the event that the Company or Parent receives a request for information or documentary material pursuant to the HSR Act or any other Antitrust Law (a “Second Request”), each shall, and shall cause its respective Subsidiaries and Affiliates to, use reasonable best efforts (and shall cooperate with each other) to submit an appropriate response to such Second Request as promptly as reasonably practicable, and to make available their respective Representatives to, on reasonable request, any Governmental Authority in connection with (i) the preparation of any Filing made by or on their behalf to any Governmental Authority in connection with the Merger or any of the other transactions contemplated hereby or (ii) any Governmental Authority investigation, review or approval process. Parent shall pay the HSR filing fee. (d) Subject to Applicable Laws relating to the sharing of information and the terms and conditions of the Confidentiality Agreement, each of the Company and Parent shall, and each shall cause its Subsidiaries to, cooperate and consult with each other in connection with the making of all Filings pursuant to this Section 7.01, and shall keep each other apprised on a current basis of the status of matters relating to the completion of the Merger and the other transactions contemplated hereby, including: (i) (A) as far in advance as practicable, notifying the other Party of, and providing the other Party with an opportunity to consult with respect to, any Filing or communication or inquiry it or any of its Subsidiaries intends to make with any Governmental Authority other than a Taxing Authority (or any communication or inquiry it or any of its Subsidiaries intends to make with any Third Party in connection therewith) relating to the matters that are the subject of this Agreement, (B) providing the other Party and its counsel, prior to submitting any such Filing or making any such communication or inquiry, a reasonable opportunity to review, and considering in good faith the comments of the other Party and such other Party’s Representatives in connection with any such Filing, communication or inquiry, and (C) promptly following the submission of such Filing or making of such communication or inquiry, providing the other Party with a copy of any such Filing, communication or inquiry, if in written form, or, if in oral form, a summary of such communication or inquiry; (ii) as promptly as practicable following receipt, furnishing the other Party with a copy of any Filing or written communication or inquiry, or, if in oral form, a summary of any such communication or inquiry, it or any of its Subsidiaries receives from any Governmental Authority other than a Taxing Authority (or any communication or inquiry it receives from any Third Party in connection therewith) relating to matters that are the subject of this Agreement; and (iii) coordinating and reasonably cooperating with the other Party in exchanging such information and providing such other assistance as the other Party may reasonably request in connection with this Section 7.01. The Company, Parent or their respective Representatives shall notify and consult with the other Party in respect of any Filing or Action (including the settlement of any Action), or any inquiry, notice or other communication received from a Governmental Authority, regarding the Merger or any of the other transactions contemplated hereby and, to the extent permitted by such Governmental Authority, enable the other Party to participate in advance of any meeting or conference (including by telephone or videoconference) with any Governmental Authority other than a Taxing Authority, or any member of the staff of any such Governmental Authority with respect thereto. (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Xerox Parent or Conduent any of its Subsidiaries be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent, the Company, the Surviving Corporation (assuming the consummation of the Merger) or any of their respective Affiliates) be obligated by this Agreement to (i) consummate the Spin-OffSubsidiaries, (ii) other than providing for agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the transactions contemplated herein, make any modifications or alterations to the Spin-Off Documents or to the terms shares of the Separation or the Distribution Company Common Stock) or (iii) agree to, or proffer to, divest or hold separate, or enter into any licensing agreement that in any way limits the ownership or similar agreement with respect to, any assets (whether tangible or intangible) or any portion operation of any business of Xerox Parent, the Company, the Surviving Corporation (assuming the consummation of the Merger) or any of its Affiliates their respective Subsidiaries, in each case that is not conditioned upon, or that becomes effective prior to, the Closing or that is material to the business, financial condition or results of Conduent operations of Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries, taken as a whole. Neither the Company nor any of its Affiliates; providedSubsidiaries shall agree to any of the actions or other matters contemplated by the first sentence in this Section 7.01(e) as applicable to the Company without the prior written consent of Parent. (f) Parent shall not, however that and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if Xerox elects the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (1) impose any material delay in the obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Spin-Offtransactions contemplated hereby or the expiration or termination of any applicable waiting period, it shall ensure that (2) materially increase the terms risk of any Governmental Authority entering an Order prohibiting the Spin-Off Documents are consistent with the terms consummation of this Agreement. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein)hereby or (3) materially delay the consummation of the transactions contemplated hereby.

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, including the terms of this Section 5.01, to the extent required under the HSR Act and any other applicable Regulatory Laws (collectively, the “Required Regulatory Approvals”) with respect to the Investors’ receipt of Compounded Dividends (as defined in the Certificate of Designations), each of Xerox, Conduent the Company and Xxxxxx the Investors shall cooperate with each other and use (and shall cause their respective Affiliates its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to obtain or submit, as the case may be, as promptly (i) take, or cause as practicable after notice by the Investors to the Company that any such Required Regulatory Approvals may be takenrequired, all actionsRequired Regulatory Approvals. In furtherance of the foregoing, and do, or cause to be done, and assist and each of the parties hereto shall cooperate with each other to evaluate and identify any filings, consents, clearances or approvals required with respect to the receipt of Compounded Dividends by the Investors under or in doingconnection with any Regulatory Law. Upon notice by the Investors to the Company that any such restrictions may be necessary to avoid violation of Regulatory Law, all things necessarythe Company and the Investors agree to cooperate to issue Compounded Dividends identified in such notice in a form without voting rights or conversion rights into Common Stock, proper or advisable which restrictions would be removed upon obtaining any such Required Regulatory Approvals. (b) The Company and the Investors agree to cause make any required filings pursuant to the conditions HSR Act and any other Required Regulatory Approvals with respect to Closing to be satisfied the receipt of Compounded Dividends by the Investors as promptly as reasonably practicable following notice by the Investors that such Required Regulatory Approvals may be required, and to consummate supply as promptly as reasonably practicable any additional information and make effectivedocumentary material that may be requested pursuant to the HSR Act or any other Required Regulatory Approvals, as applicable, and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act or any other Required Regulatory Approvals, as applicable, so as to enable the Investors to receive Compounded Dividends in a form free of restrictions on voting or conversion. (c) Each of the most expeditious manner reasonably practicable, Company and the ExchangesInvestors shall use its reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with any Required Regulatory Approvals and in connection with any investigation or other inquiry by or before a Governmental Authority relating to any Required Regulatory Approvals, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documentsany proceeding initiated by a private person, (ii) obtain keep the other party informed in all approvalsmaterial respects and on a reasonably timely basis of any material communication received by the Company or the Investors, consentsas the case may be, registrationsfrom or given by the Company or the Investors, orders as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any Required Regulatory Approvals, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other confirmations from party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority or third party necessaryin connection with any Required Regulatory Approvals, proper or advisable to consummate the Exchanges and (iiiiv) execute to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and deliver any additional instruments participate in such meetings and conferences. Any documents or other materials provided pursuant to this Section 5.01(c) may be redacted or withheld as necessary to consummate address reasonable privilege or confidentiality concerns, and to remove references concerning the Exchangesvaluation of the Company or other competitively sensitive material, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 5.01(c) as “outside counsel only material”. (bd) Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in no event this Section 5.01 or elsewhere in this Agreement shall Xerox or Conduent (or require the Investors to take any action with respect to any of their respective Affiliates) be obligated by this Agreement to (i) consummate the Spin-Offcontrolled Affiliates or their direct or indirect portfolio companies, (ii) other than providing for the transactions contemplated hereinincluding selling, make any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree todivesting, or proffer toconveying, divest or hold holding separate, or enter into any licensing or similar agreement otherwise limiting its freedom of action with respect toto any assets, rights, products, licenses, businesses, operations, or interest therein, of any assets (whether tangible or intangible) such Affiliates or any portion direct or indirect portfolio companies of any business of Xerox investment funds advised or any of its managed by one or more Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms Investors. The parties agree that all obligations of other parties related to regulatory approvals shall be governed exclusively by this AgreementSection 5.01. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein).

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent the Company and Xxxxxx the Investor Parties shall cooperate with each other and use (and shall cause their respective Affiliates to use) its their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause obtain the conditions expiration or termination of the waiting period under the HSR Act (the “HSR Approval”) to Closing the extent applicable to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Exchangessuch Investor Party , including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations or non-objections from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and Transactions, (iii) execute and deliver any additional instruments necessary to consummate the ExchangesTransactions and obtain HSR Approval and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect consummating the Transactions and obtaining HSR Approval. (b) As set forth in the Certificate of Designations, the Acquired Shares shall be initially issued to the Investor without voting rights or conversion rights into Common Stock. After issuance and following the expiration or termination of the waiting period (and any extension thereof) under the HSR Act, the Acquired Shares shall gain the right to vote on an as-converted basis with the Common Stock and shall be convertible into Common Stock, in each case, pursuant to, and in accordance with, the terms of the Certificate of Designations. The Company and the Investor Parties shall, and shall cause their ultimate parent entities to, (i) make an appropriate filing of a Notification and Report Form (“HSR Form”) pursuant to the HSR Act as soon as practicable and in any event within ten (10) Business Days after the date of this Agreement, and request, if legally available, the early termination of any waiting period applicable to the Transactions under the HSR Act, (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, in connection with such other filings or by any Governmental Authority, and use reasonable best efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, in connection with such other filings or other applicable Law, so as to enable the parties hereto to consummate the Transactions and the voting and conversion rights to attach to the Acquired Shares as soon as reasonably practicable. Notwithstanding the foregoing or anything to the contrary in this AgreementSection 5.01, nothing in no event shall Xerox this Section 5.01 or Conduent (or any of their respective Affiliates) be obligated by this Agreement to (i) consummate shall require or obligate any Investor Party to, and the Spin-OffCompany shall not, (ii) other than providing for the transactions contemplated herein, make any modifications or alterations to the Spin-Off Documents or to the terms without prior written consent of the Separation or the Distribution or (iii) agree Investor Parties, agree, propose, commit to, or proffer toeffect, divest or otherwise be required, by consent decree, hold separate, or enter into otherwise, any licensing sale, divestiture, hold separate, or similar agreement any other action otherwise limiting the freedom of action in any respect with respect toto any businesses, any assets products, rights, services, licenses, assets, or interest therein, of (whether tangible or intangibleA) the Investor Party or any portion of any business of Xerox Affiliate, or (B) the Company or any of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms of this Agreementsubsidiaries. (c) Xerox Each of the Company and the Investor Parties shall, and shall promptly cause their Affiliates to, use their respective reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions (including to determine whether a Governmental Authority has jurisdiction over the Transactions), (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company, the Investor Parties or their Affiliates, as the case may be, from or given by the Company, the Investor Parties or their Affiliates, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority, in each case regarding the Transactions, (iii) subject to applicable Laws relating to the exchange of information, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any eventfiling made with, within or written materials submitted to, any Governmental Authority in connection with the Transactions, other than “4(c) and 4(d) documents” as that term is used in the rules and regulations under the HSR Act and other confidential information contained in the HSR Form and (1iv) Business Dayto the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other party the opportunity to attend and participate in meetings and conferences with the FTC, DOJ, or any other applicable Governmental Authority. Any documents or other materials provided pursuant to this Section 5.01(c) notify Xxxxxx in writing if Xerox determines may be redacted or withheld as necessary to abandon address reasonable privilege or confidentiality concerns, and to remove references concerning the Spin-Off valuation of the Company or materially modify other competitively sensitive material, and the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10parties may, as amended through October 21each deems advisable, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein)reasonably designate any material provided under this Section 5.01(c) as “outside counsel only material”.

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent and Xxxxxx shall the parties hereto will cooperate with each other and use (and shall cause their respective Affiliates to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable on its part under this Agreement and applicable Law to consummate and make effective, in effective the most expeditious manner reasonably practicable, the Exchangestransactions contemplated by this Agreement, including preparing and filing submitting as promptly and fully as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrationsreports, submissions of information, applications and other documents, (ii) filings and to obtain as promptly as practicable all approvals, consents, registrations, orders permits and other confirmations from any Governmental Authority or third party necessary, proper approvals necessary or advisable to consummate the Exchanges be obtained from any Person or any Governmental Entity and (iii) execute and deliver removing any additional instruments injunctions or other impediments or delays, legal or otherwise, which are necessary in order to consummate the Exchangestransactions contemplated by this Agreement. The parties hereto will take promptly all actions necessary to make any filings required of the parties or their respective Affiliates under the HSR Act and, in any case, will make such filings within five (5) Business Days from the date hereof. In case, at any time after the Closing, any further action is necessary to carry out the purposes of this Agreement and the transactions contemplated by this Agreement, the parties hereto will, and will cause their respective Affiliates to, take all such necessary action. (b) Notwithstanding the foregoing or anything in this Agreement to the contrary contrary, including Section 6.4(a), the parties hereby agree and acknowledge that none of the parties will have any obligation to make any payment in respect of obtaining any consent, permit or approval from any Person, other than standard filing and application fees to Governmental Entities, and that the parties shall have no obligation, in connection with applying for or receiving clearance, consent, authorization or any other permission from any Governmental Entity for the consummation of the transactions contemplated by this Agreement, in no event shall Xerox to: (i)(A) sell, lease, license, transfer, dispose of, divest or Conduent otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Closing, of any assets, licenses, operations, rights, product lines, businesses or interest therein of such party (or any of their respective its Subsidiaries or Affiliates) be obligated by this Agreement to (i) consummate or the Spin-OffBusiness, or (ii) take or agree to take any other than providing for the transactions contemplated herein, make action or agree or consent to any modifications limitations or alterations to the Spin-Off Documents or to the terms restrictions on freedom of the Separation or the Distribution or (iii) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar agreement actions with respect to, or its ability to retain, or make changes in, any assets such assets, licenses, operations, rights, product lines, businesses or interest therein of such party (whether tangible or intangible) or any portion of any business of Xerox or any of its Affiliates Subsidiaries or of Conduent Affiliates), or any of its Affiliatesthe Business; provided, however that if Xerox elects to consummate that, the Spin-OffCompany, it shall ensure that at the terms request of the Spin-Off Documents Parent, shall take any or all of the actions described in clauses (i) and (ii) above so long as such actions are consistent with conditioned upon, and take effect after, the terms consummation of the transactions contemplated by this Agreement. (c) Xerox Subject to applicable Laws relating to the exchange of information, Parent and Phoenix shall promptly (have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent, Merger Sub, Phoenix, and Phoenix’s Subsidiaries and the Business, as the case may be, that appears in any eventfiling made with, within (1) Business Day) notify Xxxxxx or written materials submitted to, any Person and/or any Governmental Entity in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect connection with the transactions contemplated herein)by this Agreement. The parties hereto will, and will cause their respective Affiliates to, respond promptly under the circumstances to any requests for additional information by any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, the parties hereto shall act reasonably and as promptly as practicable. (d) Subject to applicable Laws relating to the exchange of information, each of Parent and Phoenix shall, and shall cause their respective Affiliates to, upon request by the other, furnish the other with all information concerning itself, its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, submission, filing, notice or application made by or on behalf of any of Parent or Phoenix or any of their respective Affiliates to any Person or any Governmental Entity in connection with the approval of or consent to the transactions contemplated by this Agreement. (e) Subject to applicable Laws relating to the exchange of information, (i) the parties hereto shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Parent or Phoenix or any of their respective Affiliates, as the case may be, from any Person or any Governmental Entity with respect to the transactions contemplated by this Agreement; and (ii) permit the other party to review any material communication given by it to, and consult with each other in advance of any communication, meeting or conference with, any Governmental Entity or, in connection with any judicial or administrative proceeding by a private party, with any other Person.

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, the Company and each of Xerox, Conduent and Xxxxxx the Purchasers shall cooperate with each other and use (and shall cause their respective Affiliates its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the ExchangesTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and Transactions, (iii) execute and deliver any additional instruments necessary to consummate the ExchangesTransactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. (b) Notwithstanding The Company and each of the foregoing or anything to the contrary in this Agreement, in no event shall Xerox or Conduent (or any of their respective Affiliates) be obligated by this Agreement Purchasers agree to (i) consummate make an appropriate filing of a Notification and Report Form (“HSR Form”) required pursuant to the Spin-OffHSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement and in any event no later than five (5) Business Days, and (ii) other than providing for the transactions contemplated herein, make any modifications or alterations other antitrust filings required with respect to the Spin-Off Documents or Transactions within ten (10) Business Days, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the terms of HSR Act or by any other Governmental Authority and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the Separation HSR Act or the Distribution or (iii) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar agreement other antitrust laws with respect to, any assets (whether tangible or intangible) or any portion of any business of Xerox or any of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms of this AgreementTransactions. (c) Xerox With respect to the filings required under Section 5.01(b), the Company and each of the Purchasers shall promptly use reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Purchaser, as the case may be, from or given by the Company or the Purchaser, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any eventfiling made with, within (1) Business Day) notify Xxxxxx or written materials submitted to, any third Person or any Governmental Authority in writing if Xerox determines to abandon connection with the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10Transactions, as amended through October 21, 2016, including the exhibits thereto (other than modifications “4(c) and 4(d) documents” as that term is used in the rules and regulations under the HSR Act and other confidential information contained in the HSR Form, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give effect the other party the opportunity to or reflect the transactions contemplated herein)attend and participate in such meetings and conferences.

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent the Company and Xxxxxx the Investor Parties shall cooperate with each other and use (and shall cause their respective Affiliates its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the ExchangesTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and Transactions, (iii) execute and deliver any additional instruments necessary to consummate the ExchangesTransactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. For the avoidance of doubt, nothing in this Agreement or any of the Transaction Documents shall require the Company to take any action or refrain from taking any action under or in connection with the Acquisition Agreement or the Debt Commitment Letter. (b) The Company and the Investor Parties agree to make an appropriate filing of a Notification and Report Form (“HSR Form”) pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) as promptly as reasonably practicable following the date of this Agreement, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, so as to enable the parties hereto to consummate the Transactions. (c) Each of the Company and the Investor Parties shall use their respective reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Investor Parties, as the case may be, from or given by the Company or the Investor Parties, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) and 4(d) documents” as that term is used in the rules and regulations under the HSR Act and other confidential information contained in the HSR Form, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (d) Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in no event this Section 5.02 shall Xerox or Conduent require Carlyle to take any action to cause any of its controlled Affiliates (other than the Investor Parties or any assignees of the Investor that become a party to this Agreement pursuant to Section 8.03 and their respective controlled Affiliates) be obligated by this Agreement to (i) consummate the Spin-Off), (ii) other than providing for the transactions contemplated hereinincluding selling, make any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree todivesting, or proffer toconveying, divest or hold holding separate, or enter into any licensing or similar agreement otherwise limiting its freedom of action with respect toto any assets, rights, products, licenses, businesses, operations, or interest therein, of any assets (whether tangible or intangible) such Affiliates or any portion direct or indirect portfolio companies of any business investment funds advised or managed by one or more Affiliates of Xerox or any such Investor Party with respect to satisfying the condition set forth in Section 6.01(b). The parties understand and agree that all obligations of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects Investor related to consummate the Spin-Off, it regulatory approvals shall ensure that the terms of the Spin-Off Documents are consistent with the terms of be governed exclusively by this AgreementSection 5.02. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein).

Reasonable Best Efforts; Filings. (a) Subject to the terms and conditions of this Agreement, each of Xerox, Conduent the Company and Xxxxxx the Investor Parties shall cooperate with each other and use (and shall cause their respective Affiliates its Subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the ExchangesTransactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges and Transactions, (iii) execute and deliver any additional instruments necessary to consummate the ExchangesTransactions and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Transactions. For the avoidance of doubt, nothing in this Agreement or any of the Transaction Documents shall require the Company to take any action or refrain from taking any action under or in connection with the Acquisition Agreement or the Debt Commitment Letter. (b) The Company and the Investor Parties agree to make an appropriate filing of a Notification and Report Form (“HSR Form”) pursuant to the HSR Act with respect to the Transactions (which shall request the early termination of any waiting period applicable to the Transactions under the HSR Act) at such time as may be agreed by the Company and the Investor Parties, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, so as to enable the parties hereto to consummate the Transactions and/or perform their obligations under this Agreement. (c) Each of the Company and the Investor Parties shall use their respective reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or the Investor Parties, as the case may be, from or given by the Company or the Investor Parties, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding the Transactions, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the Transactions, other than “4(c) and 4(d) documents” as that term is used in the rules and regulations under the HSR Act and other confidential information contained in the HSR Form, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (d) Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in no event this Section 5.02 shall Xerox or Conduent require True Wind to take any action to cause any of its controlled Affiliates (other than the Investor Parties or any assignees of the Investor that become a party to this Agreement pursuant to Section 8.03 and their respective controlled Affiliates) be obligated by this Agreement to (i) consummate the Spin-Off), (ii) other than providing for the transactions contemplated hereinincluding selling, make any modifications or alterations to the Spin-Off Documents or to the terms of the Separation or the Distribution or (iii) agree todivesting, or proffer toconveying, divest or hold holding separate, or enter into any licensing or similar agreement otherwise limiting its freedom of action with respect toto any assets, rights, products, licenses, businesses, operations, or interest therein, of any assets (whether tangible or intangible) such Affiliates or any portion direct or indirect portfolio companies of any business investment funds advised or managed by one or more Affiliates of Xerox or any such Investor Party with respect to satisfying the condition set forth in Section 6.01(b). The parties understand and agree that all obligations of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects Investor related to consummate the Spin-Off, it regulatory approvals shall ensure that the terms of the Spin-Off Documents are consistent with the terms of be governed exclusively by this AgreementSection 5.02. (c) Xerox shall promptly (in any event, within (1) Business Day) notify Xxxxxx in writing if Xerox determines to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10, as amended through October 21, 2016, including the exhibits thereto (other than modifications to give effect to or reflect the transactions contemplated herein).

Reasonable Best Efforts; Filings. (a) The parties hereto acknowledge and agree that one (1) or more filings (i) to the FCC under applicable Law may be necessary in connection with the Closing and (ii) to the FCC under applicable Law may be necessary in connection with the issuance of shares of Parent Common Stock upon any exchange of Acquired Shares pursuant to the Certificate of Designations. Further, the parties hereto acknowledge and agree that filings under, and compliance with the applicable requirements of, the HSR Act are required in connection with the Closing. Subject to the terms and conditions of this Agreement, each of XeroxParent, Conduent the Company and Xxxxxx the Investor Parties shall cooperate with each other and use (and shall cause their respective Affiliates to use) its their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (iA) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with each other in doing, all things necessary, proper or advisable to cause (1) obtain the conditions expiration or termination of the waiting period under the HSR Act and (2) file a notice with the FCC to the extent applicable to such Investor Party under applicable Law in respect of the Closing to be satisfied or any such exchange, as promptly as reasonably practicable applicable, and to consummate and make effective, in the most expeditious manner reasonably practicable, the ExchangesClosing or any such exchange, as applicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iiB) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations or non-objections from any Governmental Authority or third party necessary, proper or advisable to consummate the Exchanges Closing or any such exchange, as applicable, and (iiiC) execute and deliver any additional instruments necessary to consummate the ExchangesClosing or any such exchange, as applicable, and (D) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect of the consummation of the Closing or any such exchange, as applicable. (b) Parent, the Company and the Investor Parties shall, and shall cause their Affiliates to, (i) make an appropriate filing of a Notification and Report Form (“HSR Form”) pursuant to the HSR Act as promptly as practicable and in any event no later than fifteen (15) Business Days after the date of this Agreement and (ii) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, in connection with such other filings or by any Governmental Authority, and use reasonable best efforts to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act, in connection with such other filings or other applicable Law, so as to enable the parties hereto to consummate such exchange. Notwithstanding the foregoing or anything to the contrary in this AgreementSection 5.02, nothing in no event shall Xerox this Section 5.02 or Conduent (or any of their respective Affiliates) be obligated by this Agreement to (i) consummate shall require or obligate any Investor Party to, and Parent and the Spin-OffCompany shall not, (ii) other than providing for the transactions contemplated herein, make any modifications or alterations to the Spin-Off Documents or to the terms without prior written consent of the Separation or the Distribution or (iii) Investor Parties, agree to, or proffer propose, commit to, divest or effect, or otherwise be required to accept or undertake, by consent decree, hold separate, or enter into otherwise, any licensing sale, divestiture, hold separate, or similar agreement any other action otherwise limiting the freedom of action in any respect of any businesses, products, rights, services, licenses, assets, or interest therein, of (A) the Investor Party or any Affiliate (including, with respect toto the Investor, Sponsor and their respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, any assets member of the Sponsor Group or any portfolio company (whether tangible or intangibleas such term is commonly understood in the private equity industry) or any portion investment of any business member of Xerox the Sponsor Group), or (B) Parent or any of its Affiliates or of Conduent or any of its Affiliates; provided, however that if Xerox elects to consummate the Spin-Off, it shall ensure that the terms of the Spin-Off Documents are consistent with the terms of this AgreementSubsidiaries. (c) Xerox Each party hereto shall, and shall promptly cause their Affiliates to, use their respective reasonable best efforts to (i) cooperate in all respects with the other party in connection with any eventfiling or submission with, within (1) Business Day) notify Xxxxxx or notice to, a Governmental Authority in writing if Xerox determines connection with the Closing or any exchange of Acquired Shares pursuant to abandon the Spin-Off or materially modify the Spin-Off from the manner contemplated by and disclosed in Conduent’s registration statement on Form 10Certificate of Designations, as amended through October 21applicable, 2016and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Closing or such exchange (including to determine whether a Governmental Authority has relevant jurisdiction), including as applicable, (ii) keep the exhibits thereto other party informed in all material respects and on a reasonably timely basis of any material communication received by Parent, the Investor Parties or their Affiliates, as the case may be, from or given by Parent, the Investor Parties or their Affiliates, as the case may be, to the FCC, the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other than modifications Governmental Authority, in each case regarding the Closing or such exchange, as applicable, (iii) subject to give effect applicable Laws relating to the exchange of information, that each party hereto shall have the right to review in advance and, to the extent reasonably practicable, each will consult with the other on, and consider in good faith the views of the other in connection with, any written materials submitted or reflect substantive communications made to, any third party and/or any Governmental Authority in connection with the transactions contemplated herein)by this Agreement and (iv) to the extent permitted by the FCC, the FTC, the DOJ or such other applicable Governmental Authority, give the other party the opportunity to attend and participate in meetings and conferences with the FCC, the FTC, DOJ, or any other applicable Governmental Authority. Any documents or other materials provided pursuant to this Section 5.02(a) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of Parent or other competitively sensitive material, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 5.02(a) as “outside counsel only material”.