Common use of Reasonable Best Efforts; Further Assurances Clause in Contracts

Reasonable Best Efforts; Further Assurances. (a) Under the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), each of the Parties agrees to use and to cause its Affiliates to use its reasonable best efforts before and, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the Ancillary Agreements, including: (a) the satisfaction preparation of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Offer Documents and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and the Ancillary Agreements on a timely basis(iii) provide all such information concerning such party, promptly following the date hereof Seller Parent its Subsidiaries and Purchaser Parent shall organize a transition team (the “Transition Team”)its officers, co-chaired by a representative of Seller Parent directors, employees, partners and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties foregoing. Prior to making any application to or filing with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of a Governmental Entity or other entity in connection with this Agreement, including Section 2.2each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) Notwithstanding the foregoing, Section 6.3 and Section 6.4(a), nothing in this Agreement shall be deemed to require the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings Purchaser or notices the Company to commence any litigation against any entity in connection with order to facilitate the consummation of the Securities Exchange or to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation thereof. (c) The Company and the Purchaser shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Purchaser or the Company, as the efforts case may be, or any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to including, but not limited to, Section 6.37.2), each of Buyer and the Parties agrees to Sellers will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect and regulations to Antitrust Lawsconsummate, which are in the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as most expeditious manner practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent shall consult in good faith with Seller Parent prior to Buyer and the Closing regarding Sellers will use reasonable best efforts to: (i) prepare, as soon as practicable, all filings and other presentations in connection with seeking any regulatory approval, exemption or other authorization from any Governmental Authority necessary to consummate the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and transactions contemplated hereby; (ii) prosecute such filings and other presentations with diligence; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. Buyer and the initial Business Plan (as defined in Sellers will use reasonable best efforts to facilitate obtaining any final order or orders approving such transactions, consistent with this Agreement and/or to remove any impediment to the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as consummation of the Closingtransactions contemplated hereby. IfBuyer and the Sellers will use reasonable best efforts to furnish all information in connection with the approvals of or filings with any Governmental Authority and will promptly cooperate with and furnish information in connection with any such requirements imposed upon Buyer or any of its Affiliates in connection with this Agreement and the transactions contemplated hereby. Subject to Section 6.02, as part Buyer will use reasonable best efforts to obtain any consent, authorization, order or approval of, or any exemption by, and to remove any impediment imposed by any Governmental Authority to allow the consummation of such consultation, Seller Parent wishes to escalate the transactions contemplated hereby. Buyer and the Sellers will each advise the other party promptly of any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved material communication received by such Chief Executive Officers prior party or any of its Affiliates from the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the ClosingFederal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority in connection with the Chief Executive Officer transactions contemplated hereby. Buyer and Sellers will each consult with the other in advance of Purchaser Parent shall make any material meetings with the final determination with respect theretoFederal Trade Commission.

Reasonable Best Efforts; Further Assurances. (a) Under Upon the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to party hereto shall use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, to do and do, or cause to be done, and to assist and cooperate with the other Parties party or parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and Sections 2.6(a) and 2.6(b) of the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL or any other Law or any applicable Regulations of any Governmental Authority (including all information required to be included in the Joint Proxy Statement/Prospectus or the Registration Statement) in connection with the transactions contemplated by this Agreement and the Ancillary Related Agreements; and (iii) lift, including: rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (ax) make proposals, execute or carry out agreements or submit to Orders providing for the satisfaction sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Common Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which could reasonably be expected to result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect. (b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which that are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3Article VI, the defending as applicable to each of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assetsthem, and to cause the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided transactions contemplated by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authoritiesconsummated. Each party hereto, for which Purchaser at the reasonable request of another party hereto, shall be responsible execute and shall reimburse Seller Parent deliver such other instruments and its Affiliates). Purchaser agrees to provide do and perform such reasonable security other acts and assurances as to financial capability, resources and creditworthiness things as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. (bc) Without limiting The Company and Parent shall cooperate with one another: (i) in furtherance connection with the preparation of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement Registration Statement and the Ancillary Agreements on a timely basisJoint Proxy Statement/Prospectus ; (ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws; (iii) in determining whether any action by or in respect of, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”)or filing with, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parentany Governmental Authority or other third party, which Transition Team shallis required, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect or any Approvals are required to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices be obtained from parties in connection with the consummation of the transactions contemplated hereby; (iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Joint Proxy Statement/Prospectus , and seeking timely to obtain any such Approvals, or making any filings; (3v) coordinating and directing in connection with the efforts admission to NASDAQ of the Parties with respect Parent Common Stock to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, be issued in the case of each of clauses Merger; and (A), (Bvi) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended in order to facilitate the administration achievement of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period benefits reasonably anticipated from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this AgreementMerger. (d) Purchaser Parent The Company shall consult use its reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in good faith with Seller Parent prior a manner reasonably acceptable to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoParent.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to party hereto will use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement. The parties hereto agree, and Seller and the Selling Subsidiaries, prior to the Closing, and Buyer, after the Closing, agree to cause the Sold Entities, to execute and deliver such other documents, certificates, agreements and other writings and to assist and cooperate with the take such other Parties actions as may be necessary or desirable in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) order to consummate and make effective, as promptly as practicable, or implement expeditiously the transactions contemplated by this Agreement and in accordance with the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, terms hereof. (b) In furtherance and not in limitation of the obtaining foregoing, each of all necessary actions, consents, approvals, waivers Buyer and other Approvals Seller shall make an appropriate filing of all Governmental Authorities under applicable Law (other than with respect a Notification and Report Form pursuant to Antitrust Laws, which are the subject of Section 6.3, and HSR Act with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated hereby as promptly as reasonably practicable and in any event within ten (10) Business Days after the date hereof and shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Each of Buyer and Seller agree to consult and cooperate with the other party with respect to, which is and to permit, to the subject extent reasonably practicable, the other party to be present at conferences and meetings for the purpose of Section 6.24)obtaining, clearance under the HSR Act. (c) without limiting If any objections are asserted with respect to the obligations transactions contemplated hereby under the HSR Act or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the Parties set forth in Section 6.3transactions contemplated hereby as violative of the HSR Act, the defending each of Buyer and Seller shall use its best efforts to promptly resolve such objections; provided that none of Seller nor any Actionof its Affiliates shall have any obligation to hold separate or divest any property or assets of Seller or any of its Affiliates or to defend against any lawsuit, whether action or proceeding, judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in transactions contemplated hereby. In furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreementforegoing, Buyer shall, and shall cause its subsidiaries and Affiliates to, take all action, including Section 6.3, none agreeing to hold separate or to divest any of Seller Parent, Purchaser Parent the businesses or properties or assets of Buyer or any of their respective its Affiliates shall and to terminate any existing relationships and contractual rights and obligations, as may be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwisei) in connection with by the foregoing (other than filing and other fees owed to any applicable Governmental Authority in connection with order to resolve any Filings objections that such Governmental Authority may have to be made with such transactions under the HSR Act or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested (ii) by any court or other tribunal, in any action or proceeding brought by a private party or Governmental Authority whose Approval is sought in connection with the challenging such transactions contemplated hereby. (b) Without limiting and in furtherance as violative of the provisions of Section 6.4(a)HSR Act, and in order to facilitate avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to including, but not limited to, Section 6.36.02), each of the Buyers and the Selling Parties agrees to will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect and regulations to Antitrust Lawsconsummate, which are in the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as most expeditious manner practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent shall consult in good faith with Seller Parent prior to The Buyers and the Closing regarding Selling Parties will use reasonable best efforts to: (i) prepare, as soon as practicable, all filings and other presentations in connection with seeking any regulatory approval, exemption or other authorization from any Governmental Authority necessary to consummate the identity transactions contemplated hereby; (ii) prosecute such filings and other presentations with diligence; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. The Buyers and the Selling Parties will use reasonable best efforts to facilitate obtaining any final order or orders approving such transactions, consistent with this Agreement and/or to remove any impediment to the consummation of the initial direct reports transactions contemplated hereby. The Buyers and the Selling Parties will use reasonable best efforts to furnish all information in connection with the Chief Executive Officer approvals of or filings with any Governmental Authority and will promptly cooperate with and furnish information in connection with any such requirements imposed upon the Buyers or any of their respective Affiliates in connection with this Agreement and the transactions contemplated hereby. Subject to Section 6.02, the Sellers will obtain any consent, authorization, order or approval of, or any exemption by, and to remove any impediment imposed by any Governmental Authority to allow the Chief Financial Officer consummation of Purchaser the transactions contemplated hereby. The Buyers and the Selling Parties will each advise the other party promptly of any material communication received by such party or any of its Affiliates from the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authority in connection with the transactions contemplated hereby. The Buyers and the Selling Parties will each consult with the other in advance of any material meetings with the Federal Trade Commission. (c) In furtherance of Sections 6.01(a) and (b) above, and without limiting the generality thereof, the Buyers and the Selling Parties agree to use reasonable best efforts (a) within two (2) Business Days of the date of this Agreement to file all necessary resident license or permit applications on behalf of the Buyers and (b) within seven (7) Business Days of the date of this Agreement to request all Required Consents and, in each case, to thereafter pursue the receipt of the same diligently. Additionally, the Buyers and the Selling Parties shall, between the date of this Agreement and the Closing Date, undertake transition planning meetings as reasonably requested but not less frequently than (i) during the thirty (30) days following the date hereof, once every week and (ii) at any time following thirty (30) days from the initial Business Plan (as defined in the Purchaser Shareholders Agreement)date hereof and prior to Closing, once every two weeks, such meetings to be held at a mutually agreeable location, including any updates to any draft Business Plan previously providedby telephone, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoif appropriate.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and conditions of this Agreement, Buyer and Xxxxxxxx will each use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all efforts reasonably necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement; provided, that this provision shall not impose on (i) Xxxxxxxx any obligation with respect to the transactions contemplated by the Merger Agreement, and (ii) Buyer any obligation to (A) divest or hold separate any asset, including any broadcast television station and FCC licenses relating thereto, including arising from or relating to the matters set forth on Section 4.06(b) of the Buyer Disclosure Schedules or (B) take any other action, including for the avoidance of doubt, any assignment of Buyer’s rights hereunder or other restructuring of the transactions contemplated hereby, to the extent arising from or relating to a change in applicable Law, including the FCC Rules, as in effect as of the date hereof, including in connection with the matters set forth on Section 4.06(b) of the Buyer Disclosure Schedules. (b) In furtherance and not in limitation of Section 7.01(a), Buyer and Xxxxxxxx shall, and prior to the Tribune Closing, Xxxxxxxx shall use reasonable best efforts to cause Tribune to, use reasonable best efforts to prepare and file with the FCC as soon as practicable, but in no event later than five (5) Business Days after the date hereof, the requisite applications (collectively, the “FCC Application”) and other necessary instruments or documents requesting the FCC Consent and thereupon prosecute the FCC Application and otherwise use their reasonable best efforts to obtain the requisite FCC Consent. Buyer shall, and Xxxxxxxx shall or shall use reasonable best efforts to cause Tribune to, oppose any petitions to deny or other objections filed with respect to the FCC Application to the extent such petition or objection relates to such party. Except as set forth on Section 7.01(b) of the Disclosure Schedules, neither Buyer nor Xxxxxxxx shall, and prior to the Tribune Closing, Xxxxxxxx shall use reasonable best efforts to cause Tribune not to, take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of the FCC Consent; provided, however, that in no event shall the foregoing be deemed to limit or modify the right of any party to exercise its right to undertake an assignment pursuant to the terms and subject to the conditions set forth hereinof Section 13.06. Xxxxxxxx shall, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), each of the Parties agrees to shall use and to cause its Affiliates to use its reasonable best efforts before andto cause Tribune to, promptly enter or cause a Station Subsidiary of Tribune to enter into a tolling agreement or other arrangement if requested by the FCC with respect to any complaints regarding the FCC Licenses, and Buyer shall accept liability in connection with any enforcement Proceeding by the FCC with respect to such complaints as may part of such tolling or other arrangement; provided, that it is understood and agreed that Buyer shall be applicableentitled to indemnification from any such liability under Section 12.03(c) as if it were an Excluded Liability. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article XI, Buyer and Xxxxxxxx shall, or Xxxxxxxx shall use reasonable best efforts to cause Tribune to, use reasonable best efforts to jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the right of any party to exercise its rights under Article XI. Nothing in this Section 7.01(b) shall prohibit Xxxxxxxx from taking (or from causing Tribune to take) any action deemed necessary or appropriate in the reasonable discretion of Xxxxxxxx, in connection with obtaining approval from any Governmental Authority in connection with the transactions contemplated by the Merger Agreement; provided that in no event shall the foregoing permit Xxxxxxxx to take any action in the exercise of Xxxxxxxx’x reasonable discretion pursuant to the Merger Agreement that would constitute a breach of the terms and conditions of Section 5.01 of this Agreement. (c) Within ten (10) Business Days after the Closing Datedate of this Agreement, until the earlier to occur of (i) thirty-six (36) months following the Closing Date Buyer and (ii) the completion of a Listing Transaction Xxxxxxxx shall, and shall cause their ultimate parent entities (as that term is defined in the Purchaser Shareholders Agreement), to take or cause to be taken all action, to do or cause to be doneHSR Act) to, and Xxxxxxxx shall use reasonable best efforts to assist and cooperate cause Tribune to, pursuant to the Merger Agreement make all required filings with the other Parties in doingFederal Trade Commission and the DOJ pursuant to the HSR Act, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is transactions contemplated hereby (including a request for early termination of the subject waiting period thereunder) and shall thereafter promptly respond to all reasonable requests received from such agencies for additional information or documentation. Any filing fees payable under the HSR Act relating to the transactions contemplated hereby shall be borne one half (1/2) by each of Xxxxxxxx and Buyer. (d) In connection with the efforts referenced in Section 6.247.01(b) to consummate obtain the FCC Consent, and make effectivein connection with efforts to obtain the DOJ Consent and HSR Clearance, Buyer and Xxxxxxxx shall, and prior to the Tribune Closing, shall use reasonable best efforts to cause Tribune to, use reasonable best efforts to the extent permitted by Law, to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party informed in a timely manner and in all material respects of any material communication received by such party from, or given by such party, to the FCC or any other Governmental Authority (including the provision upon request of copies of any pleadings, documents, or other communications exchanged with the FCC or any other Governmental Authority) and the material non-confidential portions of any communications received or given by a private party with respect to this Agreement and the transactions contemplated hereby, and (iii) permit the other party to review any material non-confidential portions of any communication given or to be given by it to the FCC, and any other Governmental Authority with respect to this Agreement and the transactions contemplated hereby. Buyer and Xxxxxxxx may as promptly deemed advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.01 as practicable“outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. For the avoidance of doubt, Xxxxxxxx’x obligations and Buyer’s rights under this Section 7.01(d) relate solely to the transactions contemplated by this Agreement and the Ancillary Agreementsshall not extend or relate to any cooperation, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Partiescommunication, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than review or consultation rights with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to obtaining approval from any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the other transactions contemplated herebyby the Merger Agreement. (be) Without limiting Upon receipt from the DOJ of a written statement that the DOJ will not approve the sale of the Covered Stations to Buyer pursuant to this Agreement, each of Xxxxxxxx and Buyer shall immediately, and in furtherance all cases no later than twenty four (24) hours after such receipt, provide written notice to the other party of receipt of such written statement (that includes therewith a copy of the above-referenced DOJ writing). (f) From and after the Closing, each of Buyer and Xxxxxxxx shall, and shall cause their respective Affiliates to, execute such documents and instruments and provide such information, cooperation, assistance and otherwise take such steps as Xxxxxxxx or Buyer, respectively, may reasonably request to fulfill the provisions of Section 6.4(a), and in order to facilitate carry out the consummation of intent and give such other party the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms full benefit of this Agreement, including Section 2.2the execution and delivery of documents and instruments evidencing the transfer or assignment to Buyer, Section 6.3 free and Section 6.4(a)clear of all Liens other than Permitted Liens, the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)Purchased Assets. (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties party in doing, all things necessary, proper proper, advisable or advisable desirable under applicable Applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement in an expeditious manner, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtaining and maintaining all approvals, consents, registrations, permits, waivers, exemptions, authorizations and other confirmations required to be obtained from any Governmental Authority or any other Person that are necessary, proper or advisable to consummate the Ancillary Agreementstransactions contemplated by this Agreement, including: (a) including those set forth in Sections 3.03 and 4.04 and in the satisfaction of the conditions precedent to the obligations of any of the Parties, Disclosure Schedule. (b) In furtherance and not in limitation of the obtaining foregoing, each of all necessary actions, consents, approvals, waivers Buyer and other Approvals Seller shall (i) make an appropriate filing of all Governmental Authorities under applicable Law (other than with respect a Notification and Report Form pursuant to Antitrust Laws, which are the subject of Section 6.3, and HSR Act with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the date hereof, which is (ii) make any appropriate filings or requests required under other applicable Antitrust Laws as promptly as practicable and in any event within the subject applicable statutory filing deadlines, (iii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or other applicable Antitrust Laws and (iv) take all other commercially reasonable and legal actions necessary to cause the expiration or termination of Section 6.24), the applicable waiting periods under the HSR Act or other applicable Antitrust Laws as soon as practicable. Fees associated with the filing under the HSR Act and filings under other applicable Antitrust Laws will be paid by Buyer. (c) without limiting the obligations Also in furtherance and not in limitation of the Parties set forth foregoing, each of Buyer and Seller shall make any other filing required in Section 6.3, the defending connection with any consent of any Action, whether judicial or administrative, challenging this Agreement or the performance a Governmental Authority required to permit consummation of the obligations hereunder, transactions contemplated hereby as promptly as practicable and in any event within 20 Business Days of the date hereof. (d) Notwithstanding anything to the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party contrary in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3neither Buyer, none of Seller Parent, Purchaser Parent or nor any of their respective Affiliates shall will be required to expend any moneyrequired, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the matters covered by this Section 7.01, to (i) commence or defend any litigation against any Governmental Authority, (ii) hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines, operations or assets, (iii) agree to any limitation on the operation or conduct of their respective businesses, (iv) waive any of the conditions to the Closing set forth in Article 10 hereof, (v) terminate any Contract or other business relationship or (vi) enter into any consent decree or other agreement with any Governmental Authority. (e) Seller hereby constitutes and appoints, effective as of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in the name of Buyer, or in the name of Seller but for the benefit of Buyer, (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to institute and prosecute all Legal Proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all Legal Proceedings in respect of the Purchased Assets. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. (other than filing f) Buyer and Seller shall take all actions (or shall cause their respective Affiliates to take all actions), including the execution and delivery of all documents, instruments and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be certificates reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a)other party, and in order to facilitate the consummation of give effect to the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basisAgreement, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closingincluding, (2i) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each Buyer, the return of clauses (A)any Excluded Assets and any other assets that are not Purchased Assets that are owned by Seller or any of its Affiliates and are transferred to Buyer at or after the Closing, (B) and the forwarding or remittance to Seller of any payments received by Buyer or any of its Affiliates on account of any Excluded Asset, including any accounts or notes receivable of any Retained Business, and (C)ii) in the case of Seller, to vest title to the Purchased Assets in Buyer (or, subject to applicable LawsSection 13.05, Buyer’s designated Affiliate(s)) and to forward and remit to Buyer any payment on account of any Purchased Asset, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (any accounts or notes receivable; it being understood that nothing in this Section 6.4(b7.01 shall require Buyer or Seller to (i) is intended consent to facilitate the administration of the matters referred any action or omission that would be inconsistent with Section 5.01 or waive any condition set forth in Article 10 or (ii) agree to herein and is not intended to expand the scope of amend or alter the substantive rights and obligations of the Parties under waive any other provisions provision of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (i) the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement, the Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Registration Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all necessary consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets actions by, and give all necessary notices to be transferred to Seller Parent and make all necessary filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary other Person as soon as reasonably practicable after filing; and (eiii) the executingprovide all such information concerning such party, acknowledging its Subsidiaries and delivering of such documents its officers, directors, employees, partners and instruments and the taking of such other actions affiliates as may be necessary or reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with any of the foregoing foregoing. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other fees owed party a reasonable opportunity to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide comment on such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebydrafts. (b) Without limiting and in furtherance of In case at any time after the provisions of Section 6.4(a), and in order Effective Time any further action is necessary or desirable to facilitate carry out the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms purposes of this Agreement, including Section 2.2the proper officers and directors of each of the parties to this Agreement shall use their reasonable best efforts to take all such action. (c) Notwithstanding the foregoing, Section 6.3 and Section 6.4(a), neither the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings Parent nor the Purchaser shall be obligated to enter into any "hold-separate" agreement or notices other agreement with respect to the disposition of any assets or businesses of the Parent or any of its Subsidiaries or the Company or any of its Subsidiaries in connection order to obtain clearance from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any state antitrust or competition authorities to proceed with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) The Company, the Parent and the Purchaser Parent each shall consult keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by the Parent, the Purchaser or the Company, as the case may be, or any of their respective Subsidiaries (other than in good faith any such case with Seller Parent prior respect to Acquisition Proposals), from any third party and/or any Governmental Entity with respect to the Closing regarding transactions contemplated by this Agreement. (ie) The Company, the identity Parent and the Purchaser shall each use their reasonable best efforts to reduce or eliminate any amounts specified in Section 3.14(c) of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement)Company Disclosure Schedule, including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding it being understood that the foregoing mattersshall not require the Company or any of its Subsidiaries to amend any Plan, it shall be entitled terminate or retire any employee or to convene, on reasonable notice, a meeting between otherwise adversely affect the Chief Executive Officers rights of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoemployee.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, all things necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement. Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to assist and cooperate with the take such other Parties actions as may be necessary or desirable in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) order to consummate or implement expeditiously the transactions contemplated by this Agreement. Such actions shall include (i) preparing and make effective, filing as promptly as practicablereasonably practicable all documentation to effect all necessary notices, reports, and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, exemptions, Permits and authorizations necessary or advisable to be obtained from any third party or Government Entity in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including: (aii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of taking all actions reasonably necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement Agreement. (b) In furtherance and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts not in limitation of the Parties with respect to (1) the administration foregoing, each of Buyer and coordination Seller shall make an appropriate filing of the Ancillary Agreements following the Closing, (2) subject a Notification and Report Form pursuant to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties HSR Act with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, as promptly as practicable and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of supply as promptly as practicable any additional information and Antitrust Laws, documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration expiration or termination of the matters referred to herein and is not intended to expand applicable waiting periods under the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)HSR Act as soon as practicable. (c) Purchaser Parent Seller and Buyer shall develop, cooperate with each other in consultation connection with the making of all such filings. Seller Parent, a detailed written transition plan (the “Transition Plan”) which and Buyer shall set forth integration planning goals, activities and processes with respect use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the period from rules and regulations of any applicable Law in connection with the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. . Neither Seller nor Buyer may participate or agree to participate in any substantive meeting, telephone call or discussion with any Government Entity in connection with the filings required under the HSR Act in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance (dto the extent not prohibited by such Government Entity) Purchaser Parent shall and, to the extent not prohibited by such Government Entity, gives the other party the opportunity to attend such meeting, telephone call or discussion. The parties hereto will consult and cooperate with one another, and consider in good faith with Seller Parent prior the views of one another, in connection with, and provide to the Closing regarding (iother parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding the foregoing, Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.01(c) as “Antitrust Counsel Only Material.” Such materials and the identity information contained therein shall be given only to the outside antitrust counsel of the initial direct reports recipient and will not be disclosed by such outside counsel to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement)employees, including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as officers or directors of the Closing. Ifrecipient unless express permission is obtained in advance from the source of the materials (Buyer or Seller, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretocase may be) or its legal counsel.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to such Seller will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary or reasonably desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement Agreement. Such Seller agrees and Buyer, after the Ancillary AgreementsClosing, including: (a) agrees to cause the satisfaction of the conditions precedent Company and each Subsidiary, to the obligations of any of the Partiesexecute and deliver such other documents, (b) the obtaining of all necessary actionscertificates, consents, approvals, waivers agreements and other Approvals of all Governmental Authorities under applicable Law (other than with respect writings and to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of take such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement necessary or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and desirable in order to facilitate consummate or implement expeditiously the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent Without limiting the generality of Section 7.01(a), Buyer shall consult in good faith with use its reasonable best efforts to make appropriate filings and take other actions to obtain the PRC Regulatory Approvals and each Seller Parent prior agrees to use its reasonable best efforts to provide collaboration and assistance, including timely furnishing the information required by the applicable Governmental Authority relating to the Closing regarding Company, any Subsidiary or such Seller. (c) Without limiting the generality of Section 7.01(a), after the Closing, the Management Sellers shall cause the Company to duly make the filings required under the Applicable Law in connection with the transactions contemplated by this Agreement, including (i) filings to reflect the identity of Company’s new directors and officers after the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser Closing; and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoapplicable BE-13 forms.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to parties hereto will use its reasonable best efforts before and, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement)take, to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate the Acquisition and the other transactions contemplated by this Agreement as soon as practicable after the date hereof and (ii) obtain and maintain all approvals, consents, waivers, registrations, permits, authorizations, clearances and other confirmations required to be obtained from any third party and/or any Governmental Entity that are necessary, proper or advisable to consummate the Acquisition and the transactions contemplated hereby (each a "Required Approval"). In furtherance and not in limitation of the foregoing, each party hereto agrees to make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Partiesextent it has not already done so, (bi) appropriate filings of a Notification and Report Form pursuant to the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and HSR Act with respect to the Purchaser Parent Shareholder Approval, transactions contemplated hereby (which is filing shall be made in any event within ten business days of the subject of Section 6.24date hereof), (cii) without limiting all necessary filings with other Governmental Entities relating to the obligations Acquisition, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such laws and to use its best efforts to cause the expiration or termination of the Parties set forth in Section 6.3, applicable waiting periods under the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, HSR Act and the effecting receipt of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of Required Approvals under such other actions laws as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except soon as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebypracticable. (b) Without limiting and in furtherance Each of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team parties hereto shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation efforts referenced in Section 5.4(a) to obtain all Required Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (3iii) coordinating and directing promptly inform the efforts other party of the Parties timing and content of any communications with respect to Shared Contracts the DOJ or any such other Governmental Entity or, in accordance connection with Section 2.2 as well as the efforts of the Parties any proceeding by a private party, with respect any other person, and to the assets and liabilities contemplated extent permitted by Section 2.2the DOJ or such other applicable Governmental Entity or other Person, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and give the other provisions of this Agreement, including those regarding access party the opportunity to attend and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein participate in such meetings and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)conferences. (c) Purchaser Parent shall developIn furtherance and not in limitation of the covenants of the parties contained in Sections 5.4(a) and 5.4(b), in consultation with Seller Parentif any administrative or judicial action or proceeding, including any proceeding by a detailed written transition plan private party, is instituted (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities or threatened to be implemented after instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as hereinafter defined), or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect Acquisition or the transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the matters set forth in Section 6.4(c) Acquisition or the transactions contemplated hereby, each of the Purchaser Parent Disclosure Letter. The Parties acknowledge parties hereto shall cooperate in all respects with each other and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or use its respective Affiliatescommercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other action or order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the taking of, Acquisition or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable. Notwithstanding any provision of this Agreement to the Closing regarding (i) contrary, the identity Purchaser shall be not required under the terms of this Agreement to dispose of or hold separate all or any portion of the initial direct reports to businesses or assets of the Chief Executive Officer and to the Chief Financial Officer Seller or any of Purchaser and (ii) the initial Business Plan (as defined in its Subsidiaries or of the Purchaser Shareholders or any of its Subsidiaries in order to remedy or otherwise address the concerns (whether or not formally expressed) of any Governmental Entity under the HSR Act or any other antitrust statute or regulation. For purposes of this Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of "Regulatory Law" means the Closing. IfSherxxx Xxx, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closingamended, the Chief Executive Officer of Purchaser Parent shall make Clayxxx Xxx, as amended, the final determination with respect theretoHSR Act, the Federal Trade Commission Act, as amended, and all other Federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to regulate mergers, acquisitions or other business combinations.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Applicable Law to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement Agreement. Seller and the Ancillary AgreementsBuyer agree, including: (a) the satisfaction of the conditions precedent and Seller, prior to the obligations of any of Closing, and Buyer, after the PartiesClosing, (b) the obtaining of all necessary actionsagree to cause each Company and Subsidiary, consentsto execute and deliver such other documents, approvalscertificates, waivers agreements and other Approvals of all Governmental Authorities under applicable Law (other than with respect writings and to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of take such other actions as may reasonably be requested by the other Party necessary or desirable in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement order to consummate or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with implement expeditiously the transactions contemplated herebyby this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within ten Business Days of the date hereof. Each of Buyer and Seller shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Applicable Law, including any non-United States Antitrust Law, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Applicable Law, including any non-United States Antitrust Law, as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any action, suit or other proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law, Buyer and Seller shall use their respective reasonable best efforts promptly to resolve such objections. Without limiting and in furtherance the generality of the provisions foregoing, Buyer shall agree to hold separate or to divest any of Section 6.4(athe businesses or properties or assets of Buyer or any of its Affiliates (including, following the Closing, any of the Companies and/or Subsidiaries), and as may be required (i) by the applicable Governmental Authority in order to facilitate resolve such objections as such Governmental Authority may have to such transactions under any Antitrust Law, or (ii) by any domestic or foreign court or other tribunal, in any action, suit or other proceeding brought by a private party or Governmental Authority challenging such transactions as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent Agreement; provided that Buyer shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect not be required to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under take any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans action in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any foregoing if such action set forth would have a Material Adverse Effect in the Transition Plan shall in no event be a condition to aggregate on the obligations of either Party to consummate Buyer or the Sale and the other transactions contemplated by this AgreementBusiness. (d) Purchaser Parent Buyer and Seller shall consult use their respective reasonable best efforts to keep the other parties informed in good faith all material respects with Seller Parent prior respect to any communication given or received in connection with any filing, submission, investigation or proceeding relating to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretotransactions contemplated hereby.

Reasonable Best Efforts; Further Assurances. (a) Under On the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use Seller and to cause its Affiliates to Purchaser shall use its reasonable best efforts before andto cause the Closing to occur, as including taking all actions necessary to comply promptly with all legal requirements that may be applicable, after the Closing Date, until the earlier to occur imposed on it or any of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and its affiliates with respect to the Closing and shall take the actions set forth in Schedule 5.05 hereto. Seller and Purchaser Parent Shareholder Approvalshall not, which is and shall not permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the subject conditions set forth in Article VI not being satisfied. (b) Each of Section 6.24) to consummate Seller and make effectivePurchaser shall, as promptly as practicable, but in no event later than ten business days following the execution and delivery of this Agreement, (i) file or cause to be filed with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the Ancillary AgreementsHSR Act and (ii) make such other filings as are necessary in other jurisdictions in order to comply with all Applicable Laws, including: (a) including the satisfaction EC Merger Regulation and the Competition Act of Canada, relating to competition and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the conditions precedent HSR Act or such other Applicable Law. Each of Seller and Purchaser shall furnish to the obligations other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or such other Applicable Law. Each of Seller and Purchaser shall keep each other apprised of the Parties, (b) the obtaining status of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3any communications with, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3any inquiries or requests for additional information from, the defending of FTC, the DOJ and any Action, whether judicial other applicable Governmental Entity and shall comply promptly with any such inquiry or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings request and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of shall promptly provide any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be supplemental information requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (filings made hereunder pursuant to the HSR Act or such other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser Applicable Law. Any such supplemental information shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection substantial compliance with the transactions contemplated hereby. (b) Without limiting and in furtherance requirements of the provisions of Section 6.4(a), and in order HSR Act or such other Applicable Law. Each party shall use its reasonable best efforts to facilitate obtain any clearance required under the HSR Act or such other Applicable Law for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent From time to time, as and when requested by any party, each party shall developexecute and deliver, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities or cause to be implemented after the Closing Date. The Transition Plan executed and delivered, all such documents and instruments and shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking oftake, or failure cause to takebe taken, any action set forth in the Transition Plan shall in no event be a condition all such further or other actions (subject to the obligations of either Party Section 5.05(a) and (b) above), as such other party may reasonably deem necessary or desirable to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding Transactions, including, (i) in the identity case of Purchaser and WVS-I, executing and delivering to Seller or WVS-I such additional assignments, deeds, bills of sale, consents and other instruments as to effect the transfer of the initial direct reports WVS-I Business and the Transferred Assets to the Chief Executive Officer and to the Chief Financial Officer of Purchaser Seller or WVS-I, as applicable, and (ii) the initial Business Plan (as defined in the case of Seller, transferring to Purchaser Shareholders Agreementadditional Shares as may be required to cause Seller to have acquired 51.00% of the shares of Common Stock on a Fully-Diluted Basis as of immediately following the Closing if there are any inaccuracies in the certificate referred to in the second sentence of Section 2.02(d), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as in each case in accordance with the terms of this Agreement and the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoNotarial Deed.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees parties to use and to cause its Affiliates to this Agreement shall use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent The parties to this Agreement shall consult execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be reasonably necessary or desirable in good faith with Seller Parent prior order to implement expeditiously the Closing regarding transactions contemplated by this Agreement. (c) Except as provided in section 5.01(d) below and without limiting the generality of Section 5.01(b), on the date of this Agreement, (i) LIN-Texas shall deliver to NBC Telemundo the identity resignations, effective immediately, of the initial direct reports all Persons designated by LIN-Texas or any of its Affiliates to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan be a Representative (as defined in the Purchaser Shareholders LLC Agreement) of Station Venture from such Persons’ respective positions as Representatives; (ii) GE Capital shall (A) deliver to NBCU I the term note evidencing the Loan (as defined in the Credit Agreement) or an affidavit of lost note in relation to same, (B) transfer to NBCU I possession or control of all Collateral (as defined in the Credit Agreement) currently in the possession or control of GE Capital or any of its Affiliates, agents or bailees, if any, including by delivering possession of certificated equity interests and notes, if any, together with any necessary endorsements, (C) file or authorize NBCU I to file financing statement releases, terminations or assignments, as appropriate, to evidence the termination of GE Capital’s security interest in the Collateral or the transfer of such security interest to NBCU I and (D) execute and deliver such other documents and take such other actions as NBCU I shall reasonably request to evidence or effect the termination of GE Capital’s security interest in the Collateral or to transfer such security interest to NBCU I, including the assignment of any mortgages; (iii) Station Venture (on behalf of itself or the Operating Partnership, as applicable) shall (A) file or authorize NBCU I to file financing statement releases, terminations or assignments, as appropriate, to evidence the termination of GE Capital’s security interest in the Collateral or the transfer of such security interest to NBCU I and (B) execute and deliver such documents and take such other actions as NBCU I shall reasonably request to effect the termination of GE Capital’s security interest in the Collateral or to transfer such security interest to NBCU I, including the assignment of any mortgages; (iv) GE shall deliver to NBCU I the promissory notes evidencing amounts owed by Station Venture in respect of the GE Shortfall Fundings, or an affidavit of lost note in relation to same; and (v) LIN Television and LIN-Texas shall deliver to NBCU I the promissory notes evidencing amounts owed by Station Venture in respect of the LIN Shortfall Fundings. (d) Within 45 days after the date of this Agreement, or such greater time period as NBCU I shall agree in its reasonable discretion, at the sole cost and expense of NBCU I (excluding legal fees), including any updates GE Capital shall submit for recording in the applicable county records, assignments reasonably satisfactory to any draft Business Plan previously providedNBCU I, by GE Capital to be adopted NBCU I, of all mortgages currently held by Purchaser as GE Capital encumbering the real property of Station Venture or the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoOperating Partnership.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Proxy Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and the Ancillary Agreements on a timely basis(iii) provide all such information concerning such party, promptly following the date hereof Seller Parent its Subsidiaries and Purchaser Parent shall organize a transition team (the “Transition Team”)its officers, co-chaired by a representative of Seller Parent directors, employees, partners and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties with respect to (1) foregoing. Notwithstanding the administration and coordination of the Ancillary Agreements following the Closingforegoing, (2) subject to the terms of this Agreementor any other covenant herein contained, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the receipt of any necessary approvals under any applicable competition or anti-trust statute, rule or regulation, foreign or domestic, or anti-trust statute, rule or regulation, foreign or domestic, neither the Company nor any Company Subsidiary shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of action with respect of, or their ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without Parent's prior written consent. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent, Purchaser or the Company to commence any litigation against any entity in order to facilitate the consummation of the Offer and the Merger or to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation thereof. (c) The Company, Parent and the Purchaser shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by Parent, the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Purchaser or the Company, as the efforts case may be, or any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Upon the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to party hereto shall use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, to do and do, or cause to be done, and to assist and cooperate with the other Parties party or parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, in the most expeditious manner practicable, the Arrangement and the other transactions contemplated hereby and by the Related Agreements. The Company and Parent shall each use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals necessary to consummate the Arrangement and the other transactions herein and each party hereto shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement and the consummation by each of them of the transactions contemplated hereby and thereby, including the Arrangement (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the Legislation or any other Law or any applicable regulations of any Governmental Authority (including all information required to be included in the Circular) in connection with the transactions contemplated by this Agreement and the Ancillary Related Agreements; and (iii) lift, including: (a) rescind or mitigate the satisfaction of the conditions precedent to the obligations effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the Partiestransactions contemplated hereby and thereby and to prevent, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawsany threatened or such injunction or other Order, which are the subject issuance or entry thereof, provided, however, that neither Parent nor any of Section 6.3its Affiliates shall be under any obligation to (x) make proposals, and with respect execute or carry out agreements or submit to Orders providing for the Purchaser Parent Shareholder Approvalsale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, which is any of its Affiliates, including its Subsidiaries, the subject of Section 6.24), (c) without limiting Company or the obligations holding separate of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance common shares of the obligations hereunder, (d) Company or imposing or seeking to impose any limitation on the effecting ability of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executingof its Affiliates, acknowledging and delivering including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of such documents and instruments and the taking ownership of such other actions as may reasonably be requested by the other Party in furtherance common shares of the matters described Company, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any applicable Law governing competition, monopolies or restrictive trade practices which, in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none reasonable judgment of Seller Parent, Purchaser might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company, Parent or any of their respective Affiliates Affiliates, including Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles 3 or 4, as the case may be, becoming untrue or inaccurate in any material respect. (b) The parties hereto shall be required use their reasonable best efforts to expend any money, commence any litigation satisfy or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings cause to be made with or Approvals satisfied all of the conditions precedent that are set forth in Article 5, as applicable to each of them, and to cause the transactions contemplated by this Agreement to be obtained from Governmental Authoritiesconsummated. Each party hereto, for which Purchaser at the reasonable request of another party hereto, shall be responsible execute and shall reimburse Seller Parent deliver such other instruments and its Affiliates). Purchaser agrees to provide do and perform such reasonable security other acts and assurances as to financial capability, resources and creditworthiness things as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. (bc) Without limiting The Company and Parent shall cooperate with one another: (i) in furtherance connection with the preparation of the provisions Circular; (ii) in connection with the preparation of Section 6.4(a)any filing required by the Legislation; (iii) in determining whether any action by or in respect of, and in order or filing with, any Governmental Authority or other third party, is required, or any Approvals are required to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices be obtained from parties in connection with the consummation of the transactions contemplated hereby; (iv) in seeking any Approvals or making any filings, including furnishing information required in connection therewith or with the Circular, and seeking timely to obtain any such Approvals, or making any filings; and (3v) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended order to facilitate the administration achievement of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period benefits reasonably anticipated from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this AgreementArrangement. (d) Purchaser Parent The Company shall consult use its reasonable best efforts to cause its Affiliates and other persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in good faith with Seller Parent prior a manner reasonably acceptable to Parent. (e) If any minority or class vote or any other vote other than the Required Securityholder Approval is required at the Company Securityholder Meeting pursuant to the Closing regarding Interim Order, Final Order or the Legislation, then the Company shall use its reasonable best efforts to obtain the vote or written consent of such person or persons from whom such a vote is required and, if and as directed by Parent, shall use reasonable best efforts to obtain the written agreement from such person or persons to terminate and cancel his or their Options and Warrants. (if) The Company shall prepare any filings or documents necessary to effect, on the identity Effective Date and immediately after the Arrangement, a continuance of the initial direct reports Company to the Chief Executive Officer Nova Scotia and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as an amalgamation of the Closing. IfCompany, as part its wholly-owned Nova Scotia Subsidiary and a wholly-owed Nova Scotia Subsidiary of such consultationAcquiror, Seller in form and substance satisfactory to Parent wishes to escalate any matter regarding and Acquiror, and shall otherwise cooperate with Parent and Acquiror in effecting the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent continuance and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoamalgamation.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Sellers and subject to Section 6.3), each of the Parties agrees to Buyer will use and to cause its Affiliates to use its their reasonable best efforts before andto, as may be applicableand will cooperate fully with each other to, after the Closing Datetake, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and to assist filing with any Governmental Authority or other third party as promptly as practicable, and cooperate with in no event later than 15 days after the other Parties in doingdate hereof, all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents set forth in Section 6.01(b) of the Disclosure Schedule and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations set forth in Section 6.01(b) of the Disclosure Schedule (each a “Governmental Approval” and together, the “Governmental Approvals”) required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or supplying as promptly as practicable any of their respective Affiliates additional information and documentary material that may be requested pursuant to Applicable Law. The parties shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection cooperate with the foregoing reasonable requests of each other in seeking to obtain as promptly as practicable all such Governmental Approvals. Without limiting the foregoing, the parties hereto understand and agree that the reasonable best efforts of Buyer shall include (other than filing and other fees owed x) acceding to reasonable conditions on Buyer’s ownership in the Company that may be imposed by any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible its review and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation approval of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 any conditions relating to future acquisitions in the Company as required by any Governmental Authority and Section 6.4(a), the process (y) providing information necessary for seeking applicable third party consents, inclusion in any filings or other documents reasonably necessary to obtain any such Governmental Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated herebyincluding, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets provision of personally identifiable information, Buyer taking (but only to the extent permitted by applicable Governmental Authorities) such steps as and liabilities contemplated by Section 2.2to the extent are consistent with the steps taken in obtaining required regulatory consents and approvals for its acquisitions of (and investments in) other regulated businesses, (B) coordinating communications, public relations but which steps shall not include the provision of personally identifiable information relating to the executive officers and investor relations strategy and approach members of the Parties regarding this Agreement Board of Directors of Buyer. Sellers and the transactions contemplated hereby Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party order to consummate or implement expeditiously the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Applicable Law to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreementsother Transaction Documents, including: including (ai) the satisfaction of the conditions precedent preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to the obligations of any of the Parties, (b) the obtaining of effect all necessary actionsfilings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations and other confirmations required to be obtained from any Governmental Authority or other authorizations third party that are necessary, proper or approvals which constitute Excluded Assets advisable to be transferred to Seller Parent or any Retained Subsidiary and (e) consummate the executing, acknowledging and delivering of such documents and instruments transactions contemplated by this Agreement and the taking other Transaction Documents. Seller and Buyer agree, and agree to cause the Company and each Transferred Entity (in the case of Seller, prior to the Closing, and in the case of Buyer, after the Closing), to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may reasonably be requested by necessary or desirable in order to consummate or implement expeditiously the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided transactions contemplated by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with and the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebyTransaction Documents. (b) Without limiting In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten Business Days of the date hereof, shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, and shall take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. All filing fees payable under the HSR Act shall be shared equally by Buyer and Seller. (c) If any objections are asserted with respect to the transactions contemplated by this Agreement or the other Transaction Documents under the HSR Act or any other applicable competition law, or if any action, suit, investigation or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violating the HSR Act or any other applicable competition law, Buyer, Seller, Shareholder and the Transferred Entities shall use reasonable best efforts to promptly resolve such objections. In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, Buyer, Seller and Shareholder agree to cooperate and use their reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby. In furtherance of the provisions of Section 6.4(a)foregoing, Buyer shall, and shall cause its Affiliates to, take any and all actions, including agreeing to hold separate or to divest any of the businesses, properties or assets of Buyer and its Subsidiaries (including, following the Closing, the Transferred Entities and any assets thereof) and to terminate any existing relationships and contractual rights and obligations, as may be required (i) by the applicable Governmental Authority in order to facilitate resolve such objections as such Governmental Authority may have to such transactions under the HSR Act or other applicable competition law, or (ii) by any domestic or foreign court or other tribunal, in any action, suit, investigation or proceeding challenging such transactions as violating of the HSR Act or other applicable competition law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basisother Transaction Documents; provided that, promptly following the date hereof Seller Parent and Purchaser Parent nothing herein shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts permit any of the Parties with respect Transferred Entities to (1) the administration and coordination agree to hold separate or otherwise, sell, lease, license, divest or dispose of the Ancillary Agreements following the Closingany assets, (2) subject to the terms of this Agreementrights, including Section 2.2product lines, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreementbusinesses, in whole or in part, or to conduct or limit any aspect of their respective assets or business in any specified manner, or to permit the case foregoing actions without the prior written consent of each Buyer; provided, further, that nothing herein shall require any Affiliate of clauses (A)Buyer to agree to hold separate or otherwise, (B) and (C)sell, subject to applicable Lawslease, including Laws regarding the exchange license, divest or dispose of information and Antitrust Lawsany assets, and the other provisions of this Agreementrights, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of product lines, or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall developbusinesses, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans whole or in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreementpart. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to Company, Parent and Merger Sub shall use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things reasonably necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effectiveeffective as promptly as practicable (and, in any event, prior to the End Date) the transactions contemplated by this Agreement including (i) preparing and filing, as promptly as practicable, with any Governmental Authority or other Third Party all documentation to effect all necessary Filings (including any necessary Filings pursuant to the HSR Act, which such Filings pursuant to the HSR Act shall be made within thirty days after the date that BLITA is informed by the Federal Reserve Board that it is required to submit a Filing to the Federal Reserve Board under the Change in Bank Control Act) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority, (ii) using reasonable best efforts to obtain, as promptly as practicable, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger, Follow-On Merger, Bank Merger and the other transactions contemplated by this Agreement (including the Company Condition Regulatory Approvals and the Parent Condition Regulatory Approvals), and (iii) using reasonable best efforts to assist and cooperate with BLITA in preparing and filing any Filings that may be required by BLITA in order to be permitted to receive the consideration payable to it hereunder. To the extent permitted by Applicable Law, the Company and Parent shall deliver as promptly as reasonably practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested by any Governmental Authority in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, none of the Company or Parent or their respective controlled Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed). (b) Each of the Company and Parent shall, to the extent permitted by Applicable Law (i) promptly notify the other party of any written communication made or received by the Company or Parent, as applicable, with any Governmental Authority relating to any Filings made pursuant to this Section 5.06 and regarding this Agreement, the Merger, the Follow-On Merger, the Bank Merger or any of the other transactions contemplated by this Agreement, and, if permitted by Applicable Law and reasonably practical, permit the other party to review in advance any proposed written communication to any Governmental Authority and consider such other party’s (and any of their respective outside counsel’s) reasonable comments to such proposed written communication, (ii) consult with the other party in advance of any meeting or conference with any Governmental Authority in connection with the transactions contemplated by this Agreement and the Ancillary Agreementsand, including: (a) the satisfaction of the conditions precedent to the obligations of any of extent permitted by such Governmental Authority, give the Partiesother party and/or its counsel the opportunity to attend and participate in such meetings and conferences (provided, (b) that each party shall promptly advise the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than party with respect to Antitrust Lawssubstantive matters that are addressed in any meeting or conference with any Governmental Authority which the other party does not attend or participate in, which are to the subject extent permitted by such Governmental Authority and Applicable Law) and (iii) as promptly as reasonably practicable furnish the other party with copies of Section 6.3all correspondence, filings and written communications between it and its controlled Affiliates and Representatives, on the one hand, and such Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), transactions contemplated by this Agreement. (c) without limiting To the obligations extent permitted by Applicable Law, Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Affiliates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any Filing, notice or application made by or on behalf of the Parties set forth in Section 6.3Parent, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent Company or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale Mergers and the other transactions contemplated by this Agreement. (d) Purchaser Any materials exchanged in connection with this Section 5.06 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material; provided, that the parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 5.06 as “outside counsel only.” (e) In furtherance and not in limitation of the foregoing, Parent shall consult use reasonable best efforts to take, and to cause its Affiliates to use reasonable best efforts to take, all actions necessary or appropriate to avoid or eliminate each and every impediment under any Applicable Law, that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby or the Parent Condition Regulatory Approvals (other than any impediment asserted by any Governmental Authority solely as a result of BLITA’s or any of its Affiliates’ (other than the Company’s and its Subsidiaries’) regulatory status) so as to enable the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to occur as soon as reasonably possible (and, in good faith any event, prior to the End Date). In furtherance and not in limitation of the foregoing, Parent agrees to use reasonable best efforts to take, and to cause its Affiliates to use reasonable best efforts to take, all actions necessary or appropriate to satisfy as promptly as practicable all conditions, undertakings and requirements as may be necessary or appropriate to obtain expeditiously all such authorizations, orders, approvals or other Consents from Governmental Authorities (other than authorizations, orders, approvals or other Consents from Governmental Authorities required solely as a result of BLITA’s or any of its Affiliates’ (other than the Company’s and its Subsidiaries’) regulatory status) (including the Parent Condition Regulatory Approvals), including, in each case in connection with Seller obtaining all such authorizations, orders, approvals or other Consents from Governmental Authorities (other than authorizations, orders, approvals or other Consents from Governmental Authorities required solely as a result of BLITA’s or any of its Affiliates’ (other than the Company’s and its Subsidiaries’) regulatory status) (including the Parent Condition Regulatory Approvals) (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority, (ii) effecting the disposition, licensing or holding separate of assets or lines of business (or otherwise agreeing to do any of the foregoing) or taking any other action with respect to any of its or any of its Affiliates’ or the Company’s or the Company’s Subsidiaries’ businesses, assets or properties and (iii) opposing (A) any administrative or judicial action or proceeding that is initiated or threatened to be initiated challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (B) any request for or the entry of any order, decree, judgment or ruling that could restrain, prevent or delay the consummation of the transactions contemplated by this Agreement (any of the actions described in the foregoing clauses (i) through (iii), “Remedial Actions”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, nothing in this Agreement shall be deemed to require Parent or any of its Affiliates to (and the Company or any of its Affiliates shall not, without Parent’s prior written consent) take any action, including any Remedial Action, or commit to take any action, or agree to any condition or restriction in connection with the foregoing or with obtaining any Consents, including any Parent Condition Regulatory Approval, in connection with the transactions contemplated by this Agreement or otherwise, including relating to any Remedial Action, that would reasonably be expected to result in a material adverse effect on Parent and its Subsidiaries (without giving effect to the transactions contemplated hereby, including the Mergers), taken as a whole (a “Materially Burdensome Regulatory Condition”). (f) Subject to Section 5.06(e), in the event any Proceeding by any Governmental Authority or other Third Party is commenced which questions the validity or legality of, or otherwise challenges, the transactions contemplated by this Agreement, or seeks damages in connection therewith, Parent and the Company shall, subject to the provisions set forth in this Section 5.06(f), reasonably cooperate and use reasonable best efforts to defend against such Proceeding, and if an injunction or other Order is issued in any such Proceeding, to use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement. Unless Parent elects to do so, nothing in this Agreement shall require Parent to commence any litigation against, or defend any litigation commenced by, any Governmental Authority. (g) In furtherance and not in limitation of the foregoing, Parent shall use reasonable best efforts to, as soon as reasonably practicable, but in no event more than 30 Business Days following the date hereof, make all Filings with the Federal Reserve Board, the New York State Department of Financial Services and the OCC necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. The Company shall use reasonable best efforts to (and shall cause its Affiliates to use reasonable best efforts to) timely provide Parent all information required to complete such Filings with the Federal Reserve Board and New York State Department of Financial Services and respond to any further requests from any of the foregoing. (h) In furtherance and not in limitation of the foregoing, the Company shall use reasonable best efforts to, as soon as reasonably practicable, but in no event more than 30 Business Days following the date hereof, cause the Company Broker-Dealer Subsidiary to prepare and submit a FINRA Application consistent with the requirements of FINRA Rule 1017 seeking approval of the change of ownership and control of the Company Broker-Dealer Subsidiary contemplated by this Agreement. The Form of the FINRA Application shall be subject to the approval of Parent, which approval shall not unreasonably be withheld, conditioned or delayed. Parent shall (and shall cause its Affiliates to) timely provide to the Company all information required to complete the FINRA Application and respond to any further FINRA requests. (i) In furtherance and not in limitation of the foregoing, at least thirty days prior to the Closing Date, the Company shall cause the Company Broker-Dealer Subsidiary to submit written notification regarding the change of ownership and control of such entity to any Self-Regulatory Organization of which it is a member and to each state or other U.S. jurisdiction in which it is registered to act as a Broker-Dealer. (j) Parent, Merger Sub and the Company agree to (i) the identity of the initial direct reports to the Chief Executive Officer execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or reasonably desirable in order to consummate or implement expeditiously the Chief Financial Officer of Purchaser transactions contemplated by this Agreement and (ii) use their reasonable best efforts to obtain any consents and approvals from any third person (other than a Governmental Authority) that may be required in connection with the initial Business Plan transactions contemplated by this Agreement (as defined in the Purchaser Shareholders Agreement“Third-Party Consents”). Notwithstanding anything herein to the contrary, including neither the Company nor any updates of its Subsidiaries, nor any of their respective Affiliates, shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee,” discount, rebate or any money or other consideration beyond de minimis administrative costs and attorney’s fees to any draft Business Plan previously providedPerson, agree to any modification or amendment of or any concession to any counterparty to any agreement, or to initiate any claim or action against any Person in order to obtain any Third-Party Consents. (k) Each of Parent and the Company shall not, and shall cause its respective Affiliates not to, take, refrain from taking, fail to take or cause to be adopted by Purchaser as taken any action that (i) it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities or (ii) is intended to, or would reasonably be expected to, prevent or materially impair or delay the consummation of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved transactions contemplated by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretothis Agreement.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Proxy Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and the Ancillary Agreements on a timely basisits officers, promptly following the date hereof Seller Parent directors, employees, partners and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties foregoing; (iv) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to (1) the administration and coordination Offer or the Merger so as to enable the consummation of the Ancillary Agreements following Offer or the ClosingMerger to occur as expeditiously as possible; provided, (2) subject however, that DCNA shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of plants, assets and businesses of DCNA or any of its Subsidiaries or of the terms Company or any of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and its Subsidiaries. Prior to making any application to or filing with a Governmental Authorizations and making required filings Entity or notices other entity in connection with this Agreement (other than filing under the consummation HSR Act and the European Union merger control regulations), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) The Company, and DCNA shall each keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by DCNA, the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Purchaser or the Company, as the efforts case may be, or any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under the terms Purchaser and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), Seller will each of the Parties agrees to use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties parties to this Agreement in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect Law to Antitrust Lawsconsummate, which are in the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as most expeditious manner practicable, the transactions contemplated by this Agreement and the Ancillary Transaction Agreements. Seller and Purchaser shall, including: (a) the satisfaction and shall cause their respective Affiliates, agents and employees to, consult and cooperate with one another to facilitate and effect an orderly and efficient transition of the conditions precedent Business, the Purchased Assets and the Assumed Liabilities from Seller to Purchaser. Without limiting the generality of the foregoing, Seller will cooperate with the Purchaser regarding (i) loans that close after the Closing Date in the Purchaser’s name that result from loan application packages in the Seller’s pipeline on or prior to the obligations Closing Date including, where deemed appropriate by the Parties, by providing disclosures to borrowers regarding the closing of such loans in the name of the Purchaser and (ii) if the Deposit Agreement is not agreed between Seller and Purchaser, the transfer, to a third party designated by Purchaser, of all deposit accounts held by Seller of any of its Affiliates that are related to the Parties, Business. (b) the obtaining of Purchaser and Seller will each use their reasonable best efforts to: (i) prepare, as soon as practicable, all necessary actions, consents, approvals, waivers filings and other Approvals of all Governmental Authorities under applicable Law (other than presentations in connection with respect to Antitrust Laws, which are seeking the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Required Regulatory Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates exemption or other authorizations consent, approval or approvals which constitute Excluded Assets authorization from any Governmental Authority necessary to be transferred to Seller Parent or any Retained Subsidiary and (e) consummate the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided transactions contemplated by this Agreement and the Transaction Agreements; (ii) prosecute such filings and other presentations with diligence; and (iii) oppose any objections to, appeals from or petitions to reconsider or reopen any Ancillary Implementing such approval by Persons not party to this Agreement. Purchaser and Seller will use their reasonable best efforts to facilitate obtaining any final order or orders approving the transactions contemplated by this Agreement and the Transaction Agreements, including Section 6.3, none or to remove any impediment to the consummation of the transactions contemplated hereby and thereby. Purchaser and Seller Parent, Purchaser Parent or any of will use their respective Affiliates shall be required reasonable best efforts to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) furnish all information in connection with the foregoing (other than filing and other fees owed approvals of or filings with regard to the Required Regulatory Approval with any Governmental Authority or any other consent, approval or authorization from any Governmental Authority, and will promptly cooperate with and furnish information in connection with any Filings such requirements imposed upon Purchaser or any of its Affiliates in connection with this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby. Subject to be made with Section 6.02, Purchaser will use its reasonable best efforts to obtain the Required Regulatory Approval, or Approvals any exemption thereto, and will use its reasonable best efforts to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested remove any impediment imposed by any Governmental Authority whose to allow consummation of the transactions contemplated hereby. Absent willful breach of its covenants contained in this Agreement, Seller shall not have any Liability for the failure to obtain the Required Regulatory Approval is sought or other consent, approval or authorization in connection with the transactions contemplated hereby. (b) Without limiting by this Agreement and in furtherance the Transaction Agreements. Purchaser and Seller will each advise the other party promptly of any material communication received by such party or any of its Affiliates from the provisions Federal Trade Commission, Department of Section 6.4(a)Justice, and in order to facilitate the consummation any state attorney general or any other Governmental Authority regarding any of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, ApprovalsTransaction Agreements, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the Federal Trade Commission, Department of Justice, any state attorney general or any other Governmental Authorizations and making required filings or notices Authority in connection with the consummation transactions contemplated hereby and thereby. Neither Seller nor Purchaser will independently participate in any meeting with any Governmental Authority in respect of any findings or inquiry in connection with the transactions contemplated hereby without giving the other prior notice of the meeting and the opportunity to attend and/or participate, in each case, unless prohibited by the Governmental Authority. Seller and Purchaser will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to the HSR Act in connection with the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Comcast and the terms Xxxxx Entities will each execute and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), each of the Parties agrees to use and to cause its Affiliates to use its reasonable best efforts before and, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take deliver or cause to be taken executed and delivered all actionfurther documents and instruments and use their reasonable best efforts to secure such consents and take, or cause to do be taken, all such further action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) as may be reasonably necessary in order to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement hereby or to enable Comcast to enjoy all of the benefits and rights incident to the ownership of the Control Shares. Comcast and the Ancillary AgreementsXxxxx Entities shall each use their reasonable best efforts to, including: and the Xxxxx Entities shall use their reasonable best efforts to cause the Intercable Group Entities to, cooperate with one another (a) the satisfaction of the conditions precedent to the obligations of in determining whether any of the Partiesaction by or in respect of, (b) the obtaining of all necessary or filing with, any Governmental Authority is required, or any actions, consents, approvals, approvals or waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authoritiesany third party, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers, including making such filings on FCC Form 394 ("394 Filings") as may be necessary to obtain the Ancillary Agreements on a timely basisrequired authorizations, promptly following consents and approvals from the date hereof Seller Parent and Purchaser Parent applicable Franchise Authorities relating to the Franchises held by the Intercable Group Entities; provided that no such 394 Filings shall organize a transition team (the “Transition Team”)be required to be filed prior to November 1, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties 1998 with respect to Franchises relating to Managed Systems, which, on the date hereof, are and thereafter remain subject to a letter of intent or agreement of sale providing for the sale or other disposition of such Managed System to a Person other than the Company (1) or its wholly-owned Subsidiaries). In connection with the administration and coordination foregoing, Comcast may also seek that any such actions, consents, approvals or waivers include the immediate transfer on the Closing Date of the Ancillary Agreements following Control Shares by Comcast to Comcast Cable Communications, Inc., a wholly-owned subsidiary of Comcast and the Closingparent company of Comcast's cable division. Comcast and the Xxxxx Entities shall use their reasonable best efforts to, (2) subject and the Xxxxx Entities shall use their reasonable best efforts to cause the Intercable Group Entities to, each make an appropriate filing of a Notification and Report Form pursuant to the terms HSR Act no later than ten business days from the date hereof; and each such filing shall request early termination of this Agreement, including Section 2.2, Section 6.3 the waiting period imposed by the HSR Act. Comcast and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making Xxxxx Entities shall not be required filings to agree to any consent decree or notices order in connection with the consummation any objections of the transactions contemplated hereby, and (3) coordinating and directing Department of Justice or the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect Federal Trade Commission to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken (including by their respective Affiliates), all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doingdone (including by their respective Affiliates), all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement Agreement. Seller and the Ancillary AgreementsBuyer agree, including: (a) the satisfaction of the conditions precedent and Seller, prior to the obligations of any of Closing, and Buyer, after the PartiesClosing, (b) agree to cause the obtaining of all necessary actionsCompany and each Subsidiary, consentsto execute and deliver such other documents, approvalscertificates, waivers agreements and other Approvals of all Governmental Authorities under applicable Law (other than with respect writings and to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of take such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement necessary or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and desirable in order to facilitate consummate or implement expeditiously the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall consult in good faith with Seller Parent prior to the Closing regarding (i) make an appropriate filing of a Notification and Report Form pursuant to the identity HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the initial direct reports date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Chief Executive Officer HSR Act and to take all other actions necessary to cause the Chief Financial Officer expiration or termination of Purchaser the applicable waiting periods under the HSR Act as soon as practicable and (ii) make any and all required filings with respect to the initial Business Plan transactions under any applicable foreign Governmental Authorities as soon as reasonably practicable and to supply as promptly as practicable any additional information and documentary material that may be requested by any such Governmental Authority in connection with any such filings. (as defined c) Notwithstanding Section 7.01(a) and Section 7.01(b) or any other provision in this Agreement, in no event shall Buyer be obligated to, nor may Seller agree to (without Buyer’s prior written consent) take any of the following actions if such actions, individually or in the Purchaser Shareholders Agreementaggregate, would materially impair the anticipated benefits of the transactions contemplated hereby, taken as a whole, to Buyer: (i) offer, accept or agree, or commit to agree, to, in any manner or form (including by consent decree, hold separate order, mitigation agreement or order or otherwise), including any updates Remedies as a condition to obtaining any draft Business Plan previously providednecessary actions or non-actions, waivers, consents, approvals or authorizations under the HSR Act or from any of the Governmental Authorities in connection with the Required Regulatory Approvals, or (ii) defend, commence or prosecute any judicial or administrative action or similar proceeding instituted (or threatened to be adopted instituted) by Purchaser as of any Person under the Closing. IfHSR Act or any other Applicable Law or seek to have any stay, as part of such consultationrestraining order, Seller Parent wishes to escalate injunction or similar order entered by any matter regarding the foregoing mattersGovernmental Authority vacated, it shall be entitled to convenelifted, on reasonable noticereversed, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoor overturned.

Reasonable Best Efforts; Further Assurances. (a) Under Comcast and the terms ------------------------------------------- Xxxxx Entities will each execute and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), each of the Parties agrees to use and to cause its Affiliates to use its reasonable best efforts before and, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take deliver or cause to be taken executed and delivered all actionfurther documents and instruments and use their reasonable best efforts to secure such consents and take, or cause to do be taken, all such further action and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) as may be reasonably necessary in order to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement hereby or to enable Comcast to enjoy all of the benefits and rights incident to the ownership of the Control Shares. Comcast and the Ancillary AgreementsXxxxx Entities shall each use their reasonable best efforts to, including: and the Xxxxx Entities shall use their reasonable best efforts to cause the Intercable Group Entities to, cooperate with one another (a) the satisfaction of the conditions precedent to the obligations of in determining whether any of the Partiesaction by or in respect of, (b) the obtaining of all necessary or filing with, any Governmental Authority is required, or any actions, consents, approvals, approvals or waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authoritiesany third party, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers, including making such filings on FCC Form 394 ("394 Filings") as may be necessary to obtain the Ancillary Agreements on a timely basisrequired authorizations, promptly following consents and approvals from the date hereof Seller Parent and Purchaser Parent applicable Franchise Authorities relating to the Franchises held by the Intercable Group Entities; provided that no such 394 Filings shall organize a transition team (the “Transition Team”)be required to be filed prior to November 1, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties 1998 with respect to Franchises relating to Managed Systems, which, on the date hereof, are and thereafter remain subject to a letter of intent or agreement of sale providing for the sale or other disposition of such Managed System to a Person other than the Company (1) or its wholly-owned Subsidiaries). In connection with the administration and coordination foregoing, Comcast may also seek that any such actions, consents, approvals or waivers include the immediate transfer on the Closing Date of the Ancillary Agreements following Control Shares by Comcast to Comcast Cable Communications, Inc., a wholly-owned subsidiary of Comcast and the Closingparent company of Comcast's cable division. Comcast and the Xxxxx Entities shall use their reasonable best efforts to, (2) subject and the Xxxxx Entities shall use their reasonable best efforts to cause the Intercable Group Entities to, each make an appropriate filing of a Notification and Report Form pursuant to the terms HSR Act no later than ten business days from the date hereof; and each such filing shall request early termination of this Agreement, including Section 2.2, Section 6.3 the waiting period imposed by the HSR Act. Comcast and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making Xxxxx Entities shall not be required filings to agree to any consent decree or notices order in connection with the consummation any objections of the transactions contemplated hereby, and (3) coordinating and directing Department of Justice or the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect Federal Trade Commission to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties Company and Purchaser agrees to use cooperate with the other and to cause its Affiliates to use its reasonable best efforts before andin good faith to take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary on its part under this Agreement or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) laws to consummate and make effective, effective the Transaction as promptly as reasonably practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) including the satisfaction of the conditions precedent set forth in Section 8 hereof; provided, however, that neither Purchaser nor the Company shall be required to obtain or seek any Principal Insurance Regulatory Authority’s clearance, approval, consent, authorization, exemption, waiver or similar order (“Insurance Regulatory Approvals”). Purchaser hereby covenants and agrees that it shall not, prior to the obligations of Closing, knowingly take any action that is reasonably likely to require that Purchaser obtain an Insurance Regulatory Approval that will be an Approval (as defined in Section 8.1(c) hereof). (i) Purchaser and the Company each has made its own legal determination, based on existing facts and, in the case of the PartiesCompany, based in part upon and assuming the accuracy of Purchaser’s representations and warranties set forth in Section 4.7(b) hereof, that no premerger notification is required by the HSR Act in connection with the Closing. Purchaser hereby covenants and agrees that it shall not, prior to the Closing, knowingly take any action that is reasonably likely to result in an HSR Event. (bii) Notwithstanding the obtaining of all necessary actionsforegoing, consentsin the event that either the Company or Purchaser, approvalsin consultation with legal counsel, waivers and finally determines that the Transaction will, or is reasonably likely to, require a premerger notification under the HSR Act (an “HSR Event”), such party shall notify the other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3as soon as is reasonably practicable, and in any event within 24 hours after making such final determination. (c) If, at any time a filing is required by the HSR Act with respect to the Transaction, then the parties shall reasonably cooperate and consult with each other and each of the Company and Purchaser Parent Shareholder shall use their respective reasonable best efforts to make any filings required by the HSR Act as promptly as practicable and, in the case of a filing under the HSR Act that is an Approval, which in any event within twenty (20) days following delivery of notice in respect of an HSR Event. The Company shall pay any filing fees in connection with such filing under the HSR Act. If, after the Closing, Purchaser determines that a filing under the HSR Act is the subject of Section 6.24)necessary for it or its affiliates to acquire, (c) without limiting the obligations convert or exercise any securities of the Parties set forth in Section 6.3Company, the defending of any Action, whether judicial or administrative, challenging this Agreement or parties will also cooperate and consult with each other in the performance of the obligations hereunder, same manner. (d) Subject to the effecting terms and conditions of all registrationsthis Agreement, filings each of the Company and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased AssetsPurchaser shall use reasonable best efforts, and at the effecting of all registrationsCompany’s sole expense, filings and transfers of to lift any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets injunction to be transferred to Seller Parent or any Retained Subsidiary and the Transaction as promptly as reasonably practicable. (e) Upon the executingrequest of Purchaser, acknowledging the Company shall, and delivering shall cause each of such documents its controlled Affiliates to, (i) cooperate with the filing of any statement, notice, petition or application by or on behalf of the Purchaser or any of its Affiliates in order to obtain any Insurance Regulatory Approvals in connection with Purchaser’s acquisition of beneficial ownership of Company Common Stock or securities convertible into Company Common Stock, (ii) furnish to Purchaser all information concerning the Company and instruments each Company Subsidiary, and the taking of their respective directors, officers and stockholders and such other actions matters as may be reasonably be requested necessary or advisable in connection with any such Insurance Regulatory Approvals, (iii) respond to any government requests for information, and (iv) contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order that restricts, prevents or prohibits the consummation of the transactions contemplated by any such filing, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, (v) cooperate with Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of Purchaser or any of its Affiliates in connection with proceedings under or relating to such Insurance Regulatory Approvals or any other federal, state or foreign laws applicable to the insurance industry as conducted by the other Party Company and its Affiliates, and (vi) provide Purchaser with copies of all material communications from and filings with, any Governmental Authorities in furtherance of connection with this Section 5.1(e). (f) Notwithstanding anything to the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreementcontrary herein, including Section 6.3, none of Seller Parent, Purchaser Parent or neither party nor any of their respective Affiliates shall be required to expend take any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed action pursuant to any Governmental Authority in connection with any Filings this Section 5.1 which would be reasonably likely to be made with unreasonably burdensome on such party or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking ofor to require such party or its respective Affiliates to divest or dispose of any assets, securities or failure other instruments whether now owned or hereafter acquired or to take, accept any action set forth in the Transition Plan shall in no event be a condition to the obligations limitation on any of either Party to consummate the Sale and the other transactions contemplated by this Agreementits investment activities. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under the terms Each Seller and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), each of the Parties agrees Purchaser agree to use and their commercially reasonable efforts to cause its Affiliates to use its reasonable best efforts before andtake, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) necessary to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement and permit Purchaser, following the Ancillary Agreementsconsummation of the transactions contemplated by this Agreement, includingto continue to conduct any part of the Businesses previously conducted, including all of the following: (ai) the satisfaction of the conditions precedent seeking to obtain prior to the obligations of any of the PartiesClosing Date all licenses, (b) the obtaining of all necessary actionscertificates, permits, approvals, consents, approvalsauthorizations, waivers qualifications and orders of Governmental Authorities as are necessary for the consummation of the transactions contemplated hereby; (ii) seeking to obtain all necessary or appropriate consents of third parties; (iii) seeking to effect all necessary registrations and other Approvals filings and submissions of all information requested by Governmental Authorities under applicable Law (other than in connection with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary this Agreement at the earliest practicable time; and (ev) the executing, acknowledging and delivering of seeking to take such documents and instruments and the taking of such other actions as may reasonably be requested by are necessary to satisfy the other Party in furtherance of the matters described in the foregoing clauses (a) through (d)conditions to Closing; provided provided, however, that except as otherwise expressly provided by this Agreement or such action shall not include any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required requirement to expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Purchaser shall not be obligated hereunder to divest (x) any portion of the Businesses or (y) any of its assets owned prior to the Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Authorities for additional information or documentary material. Parent and Purchaser shall cooperate fully with each other to the extent reasonable in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebyforegoing. (b) Without limiting and in furtherance The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the provisions conditions precedent that are set forth in Article VI, as applicable to each of Section 6.4(a)them, and in order to facilitate the consummation of cause the transactions contemplated by this Agreement to be consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent deliver such other instruments and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent do and by a representative of Purchaser Parent perform such other acts and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility things as may be necessary or desirable for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with effecting completely the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration hereby. In furtherance of the matters referred foregoing, Purchaser shall use its reasonable best efforts to herein and is not intended to expand assist Sellers in satisfying the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters condition set forth in Section 6.4(c6.2(c), including reasonably responding to Sellers' requests in connection with its efforts to retain the employees identified in Section 6.2(c) of the Sellers Disclosure Schedule and to satisfy such condition; provided, however, that Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on obligated to pay or promise any Party monies or its respective Affiliates, and the taking of, or failure additional compensation pursuant to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreementsentence. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Upon the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to party hereto shall use and to cause its Affiliates to use its reasonable best good faith efforts before and, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken all action, to do or cause to be done, actions and to assist and cooperate with the other Parties party or parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. (b) Corvis and the Company shall use reasonable good faith efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and (e) the executing, acknowledging and delivering of deliver such documents and other instruments and the taking of do and perform such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing acts and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness things as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. (bc) Without limiting The Company and Corvis shall cooperate with one another (i) in furtherance connection with the preparation of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement Registration Statement and the Ancillary Agreements on a timely basisProxy Statement; (ii) in connection with the preparation of any filing required by the HSR Act or any Foreign Competition Laws; (iii) in determining whether any action by or in respect of, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”)or filing with, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parentany Governmental Authority or other third party, which Transition Team shallis required, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect or any Approvals are required to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices be obtained from parties in connection with the consummation of the transactions contemplated hereby; (iv) in seeking any Approvals, or making any filings, including furnishing information required in connection therewith or with the Registration Statement or the Proxy Statement, and timely seeking to obtain any such Approvals, or making any filings; and (3v) coordinating and directing in connection with the efforts approval for quotation on NASDAQ of the Parties with respect Corvis Common Stock to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, be issued in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this AgreementMerger. (d) Purchaser Parent shall consult Corvis and the Company agree not to engage in good faith any transaction or enter into any agreement, arrangement or understanding with Seller Parent prior any party that could reasonably be likely to prevent or materially impair or delay the Closing regarding (i) the identity consummation of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoMerger.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, laws and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) regulations to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement Agreement. Seller and the Ancillary AgreementsBuyer agree, including: (a) the satisfaction of the conditions precedent and Seller, prior to the obligations Closing, and Buyer, after the Closing, agree to cause the Company and each of any of the Partiesits Subsidiaries, (b) the obtaining of all necessary actionsto execute and deliver such other documents, consentscertificates, approvals, waivers agreements and other Approvals of all Governmental Authorities under applicable Law (other than with respect writings and to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of take such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement necessary or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and desirable in order to facilitate consummate or implement expeditiously the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall consult make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in good faith any event within 10 Business Days of the date hereof and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Buyer shall pay the filing fees relating to any filings made pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the foregoing, Seller Parent agrees to provide, and to cause the Company and its Subsidiaries and each of their officers and employees to provide, all cooperation reasonably requested by Buyer, at Buyer’s sole cost and expense, and reasonably necessary in connection with the arrangement of any equity or debt financing (“Financing”) required by Buyer to consummate the transactions contemplated by this Agreement, including (i) preparation of financial statements and other financial information for use in any offering document prepared by Buyer or its Affiliates and (ii) delivery by the Company or any of its Subsidiaries of any pledge and security documents, lien releases, other definitive financing documents, including any indemnity agreements or other requested certificates or documents relating to the Financing (the effectiveness of which, in each case, shall be subject to and contingent upon the occurrence of the Closing); provided, however, that no such agreements or documents shall impose any monetary obligation or liability on the Company or its Subsidiaries prior to the Closing regarding (i) Date or on such officers, employees or Seller at any time. Seller, the identity of Company and its Subsidiaries shall take all actions reasonably requested by Buyer, at Buyer’s sole cost, to cause the initial direct reports Audit Firm to provide any unqualified opinions, consents or customary comfort letters with respect to the Chief Executive Officer and to financial statements needed in connection with the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoFinancing.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use parties shall, and to shall cause its Affiliates to to, use its their respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect Applicable Law to Antitrust Laws, which are satisfy the subject of Section 6.3, conditions to Closing set forth in Article 9 to be satisfied and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and the Ancillary Agreementsfiling as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary, including: proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (aii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of and maintaining all necessary actions, consents, approvals, registrations, permits, authorizations, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be confirmations required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a)or other third party that are necessary, and in order proper or advisable to facilitate the consummation of consummate the transactions contemplated by this Agreement as soon as practicable. (b) In furtherance and not in limitation of the foregoing, the Buyer, Merger Sub and the Ancillary Agreements on Company shall (i) make an appropriate filing of a timely basis, promptly following Notification and Report Form pursuant to the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties HSR Act with respect to (1) the administration transactions contemplated hereby as promptly as practicable, and coordination in any event within ten Business Days, after the date hereof, which Notifications and Report Forms shall request the early termination of the Ancillary Agreements following applicable waiting period under the ClosingHSR Act, (2ii) subject supply as promptly as practicable any additional information and documentary materials that may be requested pursuant to the terms HSR Act and (iii) take all other actions necessary to cause the expiration or termination of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvalswaiting period under the HSR Act as soon as practicable. (c) Each of the parties shall, and shall cause its Affiliates to, cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authorizations and making Authority is required, or any action, consent, approval or waiver is required filings or notices to be obtained from any party to any material contract, in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (Cii) overseeing in taking any such action or making any such filing, furnishing information required in connection therewith and seeking timely to obtain any such action, consent, approval or waiver. Notwithstanding anything herein to the contrary, none of the Sellers, the Seller Representative, the Company Entities, the Buyer, Merger Sub or any of their respective Affiliates shall have any obligation under this Agreement to pay any fee or other business consideration to obtain any action, consent, approval or waiver required under any contract for the consummation of the transactions contemplated hereby, or to initiate any action, suit or proceeding against any Person in order to obtain such action, consent, approval or waiver (including, in each case, to obtain any Client Consent). (d) Each of the Buyer, Merger Sub and operational the Company shall, and shall cause its Affiliates to, cooperate reasonably with one another and keep one another generally apprised of material matters relating to or in connection with the taking of such actions and the doing of such other things as are contemplated by this Agreement Section 6.02. In furtherance and not in limitation of the foregoing, in connection with the seeking of any action by or in respect of, or the making of any filing with, any Governmental Authority in connection with the transactions contemplated hereby hereby, the Buyer, Merger Sub and the Company shall (i) consult with one another in accordance advance of any meeting, teleconference or other communication with this Agreementsuch Governmental Authority, (ii) provide one another with the opportunity to attend or participate in any such meeting, teleconference or other communication, (iii) afford one another the right to review any written materials to be submitted to such Governmental Authority in advance of the submission thereof and (iv) furnish one another with copies of all written materials received by or on behalf of such party from such Governmental Authority, in each case to the extent permitted by Applicable Law (except, in the case of each the foregoing clause (ii), to the extent such Governmental Authority has requested that one or the other such party not attend or participate in any such meeting, teleconference or other communication, and in the case of the foregoing clauses (Aiii) and (iv), to the extent that (A) such written materials contain information that does not relate to the transactions contemplated hereby, or (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of confidential treatment has been requested or alter the substantive rights and obligations of the Parties under any other provisions of this Agreementgranted for such written materials). (ce) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from From the date hereof through the Closing Date and the transition activities to be implemented after until the Closing Date. The Transition Plan , the Buyer shall also include not, and shall cause its Affiliates not to, take any action that is intended to, or would reasonably detailed plans in respect be expected to, prevent or materially impair or delay the Buyer’s consummation of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. The Buyer shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable Law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements as soon as reasonably practicable. Without limiting the foregoing and subject to Section 2.5, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3parties shall, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of shall cause their respective Affiliates shall be required to expend any moneyto (i) obtain all Permits or other permissions or actions by, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection and give all necessary notices to, and make all filings with the foregoing (other than filing and other fees owed to applications and submissions to, any Governmental Authority in connection with any Filings to be made with Entity or Approvals to be obtained from Governmental Authorities, other Person required for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basisas promptly as reasonably practicable; (ii) provide all such information concerning such party and its officers, promptly following the date hereof Seller Parent directors, employees, partners and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings Affiliates as may be necessary or notices reasonably requested in connection with the foregoing; (iii) avoid the entry of, or have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the transactions contemplated herebyby this Agreement and the Ancillary Agreements, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (3iv) coordinating take any and directing the efforts of the Parties with respect all reasonable steps necessary to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties avoid or eliminate every impediment under any antitrust, competition, foreign investment or trade regulation law that is asserted by any Governmental Entity with respect to the assets and liabilities consummation of the transactions contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the Ancillary Agreements so as to enable the consummation of the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to by this Agreement and the Ancillary Agreements to occur as expeditiously as possible. If reasonably practicable, prior to making any application to or filing with a Governmental Entity or other Person in connection with this Agreement or any Ancillary Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity under the circumstances to comment on such drafts. (b) Without limiting the foregoing, Mexican Buyer shall take all actions necessary to obtain a Maquiladora Program Authorization from the Mexican Ministry of Economy and such other Permits or other permissions of any Mexican Governmental Entity necessary to allow Mexican Buyer to operate as a Maquiladora and to consummate the transactions contemplated hereby in accordance with by this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, Agreement and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)Ancillary Agreements. (c) Purchaser Parent Buyers and Sellers shall developeach keep each other reasonably apprised of the status of material matters relating to the completion of the transactions contemplated by this Agreement and the Ancillary Agreements, in consultation including promptly furnishing the others with Seller Parentcopies of notices or other material communications received by a Buyer or a Seller, a detailed written transition plan (as the “Transition Plan”) which shall set forth integration planning goalscase may be, activities and processes or by any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable Law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and the Ancillary Agreementsuse reasonable best efforts to cause their respective subsidiaries, including: directors, officers, employees, agents, attorneys, accountants and representatives, to (ai) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of obtain all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and the Ancillary Agreements on a timely basisits officers, promptly following the date hereof Seller Parent directors, employees, partners and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings affiliates as may be necessary or notices reasonably requested in connection with any of the foregoing; (iii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the transactions contemplated herebyby this Agreement, including but not limited to defending through litigation on the merits any claim asserted in any court by any person; (iv) take any and (3) coordinating and directing the efforts of the Parties with respect all reasonable steps necessary to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties avoid or eliminate every impediment under any antitrust, competition or trade regulation law that is asserted by any Governmental Entity with respect to the assets and liabilities transactions contemplated by Section 2.2this Agreement so as to enable the consummation of such transactions to occur as expeditiously as possible; and (v) divest such plants, (B) coordinating communications, public relations and investor relations strategy and approach assets or businesses of the Parties regarding this Agreement and Company or the Company Subsidiary (including entering into customary ancillary agreements on commercially reasonable terms relating to any such divestiture of such assets or businesses) as may be required in order to avoid the filing of a lawsuit by any Governmental Entity seeking to enjoin the consummation of the transactions contemplated hereby in accordance with by this Agreement, or the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the consummation of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that the Buyer shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture or disposition of plants, assets and businesses of (Cx) overseeing the Buyer or any of its subsidiaries or (y) of the Company or the Company Subsidiary that accounted in the aggregate for more than $125 million in revenues in the Company's 2000 fiscal year. At the request of the Buyer, the Seller shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or the Company Subsidiary, PROVIDED that any such action shall be conditioned upon the consummation of the transactions contem plated hereby. Prior to making any application to or filing with a Governmental Entity or other business entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and operational afford the other party a reasonable opportunity to comment on such drafts. (b) The Buyer and the Seller shall keep each other reasonably apprised of the status of matters relating to this Agreement and completion of the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Lawshereby, including Laws regarding the exchange of information and Antitrust Laws, and promptly furnishing the other provisions with copies of this Agreementnotices or other communications received by such party or any of such party's subsidiaries, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under from any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes third party and/or Governmental Entity with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Proxy Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and the Ancillary Agreements on a timely basisits officers, promptly following the date hereof Seller Parent directors, employees, partners and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties foregoing; (iv) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to (1) the administration and coordination Offer or the Merger so as to enable the consummation of the Ancillary Agreements following Offer or the ClosingMerger to occur as expeditiously as possible; and (vi) divest such plants, assets or businesses of the Company or any of its Subsidiaries (2including entering into customary ancillary agreements on commercially reasonable terms relating to any such divestiture of such assets or businesses) subject as may be required in order to avoid the filing of a lawsuit by any Governmental Entity seeking to enjoin the purchase of Shares pursuant to the terms Offer or the consummation of this Agreementthe Merger, including Section 2.2or the entry of, Section 6.3 or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the purchase of Shares pursuant to the Offer or the consummation of the Merger; provided, however, that Alcoa shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of plants, assets and Section 6.4(a)businesses of (x) Alcoa or any of its Subsidiaries or (y) of the Company or any of its Subsidiaries that accounted in the aggregate for more than $60 million in revenues in the Company's 1999 fiscal year. At the request of Alcoa, the process for seeking applicable third party consentsCompany shall agree to divest, Approvalshold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, and or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action shall be conditioned upon the consummation of the purchase of Shares in the Offer. Prior to making any application to or filing with a Governmental Authorizations and making required filings Entity or notices other entity in connection with this Agreement (other than filing under the consummation HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) The Company, Alcoa and the Purchaser shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by Alcoa, the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Purchaser or the Company, as the efforts case may be, or any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Proxy Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; and the Ancillary Agreements on a timely basis(iii) provide all such information concerning such party, promptly following the date hereof Seller Parent its Subsidiaries and Purchaser Parent shall organize a transition team (the “Transition Team”)its officers, co-chaired by a representative of Seller Parent directors, employees, partners and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties with respect to (1) foregoing. Notwithstanding the administration and coordination of the Ancillary Agreements following the Closingforegoing, (2) subject to the terms of this Agreementor any other covenant herein contained, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the receipt of any necessary approvals under any applicable competition or anti-trust statute, rule or regulation, foreign or domestic, or anti-trust statute, rule or regulation, foreign or domestic, neither the Company nor any Company Subsidiary shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of action with respect of, or their ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without Parent's prior written consent. Prior to making any application to or filing with a Governmental Entity or other entity in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Parent, Purchaser or the Company to commence any litigation against any entity in order to facilitate the consummation of the Offer and the Merger or to defend against any litigation brought by any Governmental Entity seeking to prevent the consummation thereof. (c) The Company, Parent and the Purchaser shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by Parent, the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Purchaser or the Company, as the efforts case may be, or any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to parties shall use its respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect Applicable Law to Antitrust Laws, which are satisfy the subject of Section 6.3, conditions to Closing set forth in ‎‎Article 8 to be satisfied and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and the Ancillary Agreementsfiling as promptly as practicable with any Governmental Authority all documentation to effect all necessary, including: proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (aii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of and maintaining all necessary actions, consents, approvals, registrations, permits, authorizations, waivers and other Approvals confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement as soon as practicable. (b) In furtherance and not in limitation of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawsthe foregoing, which are each of the subject of Section 6.3Buyer Entities and Truist shall, and Truist shall cause its applicable Affiliates to, as promptly as practicable after the date hereof, make an appropriate filing of (i) (A) a Notification and Report Form pursuant to the HSR Act with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated hereby, which is shall in any event be made within 10 Business Days of the subject date hereof, and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of Section 6.24the applicable waiting periods under the HSR Act as soon as practicable, and (B) as soon as practicable, a merger control filing as required under any applicable Antitrust Law in the jurisdictions set forth on ‎Section 5.02(b) of the Company Disclosure Schedule and (ii) such other filings set forth on, and in accordance with, ‎Section 5.02(b) of the Company Disclosure Schedule. In furtherance and not in limitation of the foregoing, Truist shall cause the Broker-Dealer Subsidiary to make an appropriate filing of, as promptly as practicable after the date hereof, (A) a Continuing Membership Application, pursuant to FINRA Rule 1017 (the “FINRA Application”), (c) without limiting the obligations seeking FINRA’s approval of the Parties set forth in Section 6.3, the defending indirect change of any Action, whether judicial ownership or administrative, challenging this Agreement or the performance control of the obligations hereunderBroker-Dealer Subsidiary to be effected as a result of the Transaction, (dB) written notification regarding the effecting change of all registrationsownership and control of the Broker-Dealer Subsidiary and such other Subsidiaries that are a participant in the NSCC to the DTCC, filings on behalf of NSCC, consistent with the requirements of the rules of the NSCC, (C) to the Florida Office of Financial Regulation, Division of Securities, a notice and transfers request for approval or non-objection of Governmental Authorizations the Transaction, pursuant to Rule 69W-600.001(11)(d), F.A.C.; (including Environmental PermitsD) that constitute Purchased Assetsto the Kentucky Department of Financial Institutions, Division of Securities, a notice and request for approval or non-objection of the Transaction, pursuant to 808 Kentucky Administrative Regulation 10:460, and (E) written notification regarding the effecting change of all registrations, filings ownership and transfers control of the Broker-Dealer Subsidiary to any licenses, permits, certificates Self-Regulatory Organization of which it is a member and to each state or other authorizations or approvals U.S. jurisdiction in which constitute Excluded Assets it is registered to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions act as may reasonably be requested a Broker-Dealer. All filing fees incurred by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement Buyer Entities or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent Truist or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with submission of the foregoing (other than filing and other fees owed to any filings contemplated by this ‎Section 5.02(b) with the relevant Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser Authorities shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested borne by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebyBuyer Entities. (bc) Without limiting The parties hereto understand and in furtherance agree that the reasonable best efforts of the provisions of Section 6.4(a), Buyer Entities under this ‎‎Section 5.02 shall be deemed to include taking all actions necessary or appropriate to avoid or eliminate each and in order every impediment under any Applicable Law or otherwise so as to facilitate enable the consummation of the transactions contemplated by this Agreement to occur as soon as reasonably possible (and in any event prior to the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”Outside Date), co-chaired including: (i) entering into any settlement, undertaking, tolling agreement, consent decree, stipulation or agreement with or required by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and any Governmental Authorizations and making required filings or notices Authority in connection with the transactions contemplated hereby; (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines, assets or contracts of any Company Entity; (iii) terminating existing relationships, contractual rights or obligations of any Company Entity; (iv) otherwise taking or committing to take actions that after the Closing Date would limit any Company Entity’s freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of any Company Entity (each of the foregoing described in any of ‎‎Section 5.02(c)(i) through ‎(iv), a “Regulatory Concession”); (v) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or the other Transaction Agreements or which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated herebyby this Agreement; and (vi) seeking to have lifted, and (3) coordinating and directing the efforts of the Parties vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to Shared Contracts in accordance with Section 2.2 as well as this Agreement or the efforts transactions contemplated hereby; provided that, notwithstanding any other provision of this Agreement to the contrary, none of the Parties Buyer Entities or their Affiliates shall be obligated to take any such action unless the taking of such action is conditioned upon the Closing; provided further that, notwithstanding anything in this Agreement to the contrary, nothing in this ‎Section 5.02 or any other provision of this Agreement shall require the Buyer Entities or any of their Affiliates to agree or otherwise be required to, take any action, including any Regulatory Concession, with respect to any Buyer Entity’s Affiliates, or any interest therein, other than the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)Company Entities. (cd) Purchaser Parent shall develop, If reasonably requested in consultation writing by the Buyer Entities in connection with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters approvals set forth in Section 6.4(c‎Section 5.02(c), Truist Holdings and Truist Partners shall cause the Company Entities to agree to any Regulatory Concession; provided that (1) none of Truist or Truist’s Affiliates (other than the Company Entities) shall be required to make any Regulatory Concession and (2) none of Truist or the Company Entities shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (de) Purchaser Parent shall consult in good faith with Seller Parent prior to Truist and the Closing regarding Buyer Entities agree to, and Truist (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing) and the Buyer Entities (after the Closing) agree to cause the Company Entities to, execute and deliver such other documents, certificates, agreements, conveyances and other writings and to take such other actions consistent with the terms of this Agreement as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. (f) Each of the Buyer Entities, Truist and the Company shall use its respective reasonable best efforts to cooperate with one another and keep one another apprised of material matters relating to or in connection with the taking of such actions and the doing of such other things as are contemplated by this ‎‎Section 5.02. In furtherance and not in limitation of the foregoing, in connection with the seeking of any action by or in respect of, or the making of any filing with, any Governmental Authority in connection with the transactions contemplated hereby, the Chief Executive Officer Buyer Entities, Truist and the Company shall (i) consult with one another in advance of Purchaser Parent any substantive meeting, teleconference or other communication with such Governmental Authority, (ii) provide one another with the opportunity to attend or participate in any such substantive meeting, teleconference or other communication, (iii) afford one another the right to review any written materials to be submitted to such Governmental Authority in advance of the submission thereof and (iv) furnish one another with copies of all written materials received by or on behalf of such party from such Governmental Authority, in each case to the extent permitted by Applicable Law (except, in the case of the foregoing clause ‎‎(ii), to the extent such Governmental Authority has requested that one or the other such party not attend or participate in any such meeting, teleconference or other communication, and in the case of the foregoing clauses ‎‎(iii) and ‎‎(iv), to the extent that such written materials contain information that does not relate to the transactions contemplated hereby) provided, that, in connection with the FINRA Application, the Buyer Entities shall make be permitted to provide directly to FINRA any commercially or competitively sensitive information or such information regarding the final determination Buyer Entities’ ultimate beneficial ownership beyond what would otherwise be required to be disclosed on Form BD (including governing documents of such beneficial owners) and, for the avoidance of doubt, need not provide copies of such submissions to the Company or any of its Affiliates. Any materials exchanged in connection with this ‎Section 5.02 may be redacted or withheld as necessary to address reasonable privilege concerns, and to remove references concerning the valuation of the Company or the Buyer Entities’ consideration of the transactions contemplated by this Agreement or other sensitive material; provided, that the parties hereto may, as they deem advisable and necessary, designate any sensitive materials provided to the other party under this ‎Section 5.02 as “outside counsel only.” Notwithstanding any other provision of this Agreement, no disclosure, representation or warranty shall be made (or other action taken) pursuant to this Agreement that would involve the disclosure of confidential supervisory information (as defined under Applicable Law, including confidential supervisory information as defined in 12 C.F.R. § 261.2 and as identified in 12 C.F.R. § 309.5(g)(8), as well as non-public Office of the Comptroller of the Currency information as defined in 12 C.F.R. § 4.32(b))) of a Governmental Authority by any party to this Agreement to the extent prohibited by Applicable Law. Notwithstanding anything in this Agreement to the contrary, the Buyer Entities shall have the sole discretion and authority to determine and implement the strategy for obtaining any applicable clearance, consent, approval or waiver from any Governmental Authority required under this ‎Section 5.02 in order to allow the Closing to occur prior to the Outside Date; provided that the Buyer Entities shall, to the extent legally permissible, consult with and consider Truist’s feedback in good faith prior to implementing such strategy; provided, however, that other than with respect theretoto the provision of Buyer Entity information, the strategy for obtaining any applicable clearance, consent, approval or waiver from any Governmental Authority required under Section 5.02(b)(A) through (E) will be managed and controlled by Truist, subject to the prior written consent of the Buyer Entities, which shall not be unreasonably withheld; provided, however, the strategy for obtaining any applicable clearance, consent, approval or waiver from any Governmental Authority required under Item 9 in Section 5.02(b) of the Company Disclosure Schedule will be managed and controlled by Truist, subject to the prior written consent of the Buyer Entities, which shall not be unreasonably withheld. (g) Notwithstanding anything to the contrary set forth in this ‎Section 5.02, each of the parties hereby acknowledges and agrees that its covenants and agreements relating to the filing set forth on Section 5.02(g) of the Company Disclosure Schedule shall be exclusively governed by the Letter Agreement and shall not be governed by this ‎Section 5.02. For purposes of this Agreement, “Letter Agreement” shall have the meaning set forth on Section 5.02(g) of the Company Disclosure Schedule.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, laws and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) regulations to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement and the Ancillary Agreements(including any provision of this Article 7) will be interpreted to require Buyer to agree to any divestiture, including: (a) the satisfaction hold-separate or other order or decree, or expend or become obligated to expend any amount of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and money or provide other Approvals of all Governmental Authorities under applicable Law value (other than with respect customary transaction and incidental expenses) to Antitrust Laws, which are the subject of Section 6.3obtain any consent or approval required hereunder. Seller and Buyer agree, and with respect Seller, prior to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased AssetsClosing, and Buyer, after the effecting of all registrationsClosing, filings agree to cause the Company and transfers of any licenseseach Subsidiary, permitsto execute and deliver such other documents, certificates or certificates, agreements and other authorizations or approvals which constitute Excluded Assets writings and to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of take such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement necessary or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and desirable in order to facilitate consummate or implement expeditiously the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (db) Purchaser Parent In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall consult in good faith with Seller Parent prior make an appropriate filing of a Notification and Report Form pursuant to the Closing regarding (i) HSR Act with respect to the identity transactions contemplated hereby as promptly as practicable and in any event within ten Business Days of the initial direct reports date hereof and agrees to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Chief Executive Officer HSR Act and to take all other actions necessary to cause the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as expiration or termination of the Closingapplicable waiting periods under the HSR Act as soon as practicable. IfThe fees in respect of such filing and other actions shall be shared equally by Buyer and Seller. (c) Without limiting the generality of Section 7.01(a) above, Buyer shall use all commercially reasonable efforts to obtain the Debt Financing. If all or any portion of the Debt Financing becomes unavailable, regardless of the reason, Buyer shall use commercially reasonable efforts to obtain alternative financing from a third party with aggregate proceeds that are equal to that of the Debt Financing (or the relevant portion thereof, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, applicable) on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretosubstantially comparable or more favorable terms from other sources.

Reasonable Best Efforts; Further Assurances. (a) Under the terms and subject Prior to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)each applicable Closing, each of the Parties agrees to will use and to cause its Affiliates to use its their respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under any applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Law to consummate and make effectiveeffective in the most expeditious manner possible the Transactions, as promptly as practicableincluding (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions, including: (aii) the satisfaction of the conditions precedent to consummating the obligations Transactions, (iii) taking all reasonable actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions will include furnishing all information in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by any Party or any of their respective Affiliates in connection with the Transactions or the taking of any action contemplated by this Agreement or any of the Partiesother Transaction Agreements, (biv) the obtaining of taking all reasonable actions necessary actions, to obtain applicable consents, approvalswaivers or approvals of any third parties, waivers and other Approvals of all Governmental Authorities under applicable Law (other than including with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24)Assigned Contracts, (cv) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any ActionActions, whether judicial or administrative, challenging this Agreement or any of the other Transaction Agreements or the performance of the obligations hereunderhereunder or thereunder, and (dvi) the effecting execution and delivery of all registrationsany additional instruments, filings documents and transfers of Governmental Authorizations reports necessary to consummate the Transactions (including Environmental Permitsthe delivery by the PHH Parties to Buyer prior to each Closing (x) that constitute Purchased Assets, updated Pipeline Reports and (y) Updated PHH Disclosure Letter) and to fully carry out the purposes of this Agreement and the effecting other Transaction Agreements. Subject to Section 4.2, each Party will use all reasonable best efforts to fulfill all conditions precedent to the Closing and will not take any action after the date of all registrationsthis Agreement that would reasonably be expected to materially delay the obtaining of, filings and transfers of or result in not obtaining, any licensesconsent, permitsauthorization, certificates Order or other authorizations approval of, or approvals which constitute Excluded Assets exemption by, any Governmental Entity necessary to be transferred obtained prior to Seller Parent or any Retained Subsidiary and (e) Closing. Notwithstanding anything to the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party contrary in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent in no event will any Party or any of their respective Affiliates shall be required to expend make any moneypayments, commence incur any litigation Liability or offer or grant any accommodation (financial or otherwise) to any Governmental Entity or any other Person in connection with actions contemplated by this Section 4.8. Nothing in this Section 4.8 shall apply to the foregoing (other than filing obligations of Buyer to apply for any filings and other fees owed approvals pursuant to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebyJV Purchase Agreement. (b) Without limiting and in furtherance of Prior to the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the applicable Closing, have responsibility for (A) coordinating and directing each Party will promptly consult with the efforts of the other Parties with respect to, provide any necessary information with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreementand, in the case of each of clauses correspondence, provide the other Parties (Aor their respective counsel) copies of), (B) and (C)all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, subject to applicable Lawsor correspondence with, including Laws regarding the exchange of information and Antitrust Laws, a Governmental Entity in connection with this Agreement and the Transactions. Each Party will promptly inform the other provisions Parties of this Agreement, including those any material communication from any Governmental Entity regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration any of the matters referred Transactions. If any Party or its Representative receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in compliance with such request. Except for the obligations provided under Section 4.9, nothing herein and is not intended shall require Buyer or its Affiliates to expand the scope provide any information regarding their communications with any Governmental Entities with respect to Buyer’s obtaining of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)Licensing Approvals. (c) Purchaser Parent shall developEach of the Parties will use reasonable best efforts to respond, in consultation with Seller Parentas promptly as practicable, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities to any inquiries and processes with respect to the period requests received from the date hereof through the Closing Date Federal Trade Commission and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect Antitrust Division of the matters set forth Department of Justice for information or documentation and to respond, as promptly as practicable, to all inquiries and requests received from any state Attorney General or other Governmental Entity in Section 6.4(c) connection with Antitrust Laws. Each of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that will permit counsel for the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliatesother Parties reasonable opportunity to review in advance, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult consider in good faith with Seller Parent prior to the Closing regarding (i) the identity views of the initial direct reports other Party in connection with, any proposed written communication to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.any

Reasonable Best Efforts; Further Assurances. (a) Under On the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use Seller and to cause its Affiliates to Purchaser shall use its reasonable best efforts before andto cause the Closing to occur, as including taking all actions necessary to comply promptly with all legal requirements that may be applicable, after the Closing Date, until the earlier to occur imposed on it or any of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and its affiliates with respect to the Closing and shall take the actions set forth in Schedule 5.05 hereto. Seller and Purchaser Parent Shareholder Approvalshall not, which is and shall not permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the subject conditions set forth in Article VI not being satisfied. (b) Each of Section 6.24) to consummate Seller and make effectivePurchaser shall, as promptly as practicable, but in no event later than ten business days following the execution and delivery of this Agreement, (i) file or cause to be filed with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated by this Agreement and any supplemental information requested in connection therewith pursuant to the Ancillary AgreementsHSR Act and (ii) make such other filings as are necessary in other jurisdictions in order to comply with all Applicable Laws, including: (a) including the satisfaction EC Merger Regulation and the Competition Act of Canada, relating to competition and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the conditions precedent HSR Act or such other Applicable Law. Each of Seller and Purchaser shall furnish to the obligations other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or such other Applicable Law. Each of Seller and Purchaser shall keep each other apprised of the Parties, (b) the obtaining status of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3any communications with, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3any inquiries or requests for additional information from, the defending of FTC, the DOJ and any Action, whether judicial other applicable Governmental Entity and shall comply promptly with any such inquiry or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings request and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of shall promptly provide any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be supplemental information requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (filings made hereunder pursuant to the HSR Act or such other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser Applicable Law. Any such supplemental information shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection substantial compliance with the transactions contemplated hereby. (b) Without limiting and in furtherance requirements of the provisions of Section 6.4(a), and in order HSR Act or such other Applicable Law. Each party shall use its reasonable best efforts to facilitate obtain any clearance required under the HSR Act or such other Applicable Law for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent From time to time, as and when requested by any party, each party shall developexecute and deliver, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities or cause to be implemented after the Closing Date. The Transition Plan executed and delivered, all such documents and instruments and shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking oftake, or failure cause to takebe taken, any action set forth in the Transition Plan shall in no event be a condition all such further or other actions (subject to the obligations of either Party Section 5.05(a) and (b) above), as such other party may reasonably deem necessary or desirable to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding Transactions, including, (i) in the identity case of Purchaser and WVS-I, executing and delivering to Seller or WVS-I such additional assignments, deeds, bills of sale, consents and other instruments as to effect the transfer of the initial direct reports WVS-I Business and the Transferred Assets to the Chief Executive Officer and to the Chief Financial Officer of Purchaser Seller or WVS-I, as applicable, and (ii) the initial Business Plan (as defined in the case of Seller, transferring to Purchaser Shareholders Agreementadditional Shares as may be required to cause Seller to have acquired 51.00% of the shares of Common Stock on a Fully-Diluted Basis as of immediately following the Closing if there are any inaccuracies in the certificate referred to in the second sentence of Section 2.02(d), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as in each case in accordance with the terms of this Agreement and the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoNotarial Deed.

Reasonable Best Efforts; Further Assurances. (a) Under Upon the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to party hereto shall use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, to do and do, or cause to be done, and to assist and cooperate with the other Parties party or parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby. The Company and Parent shall use reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Section 2.6(b) of the Company Disclosure Schedule) and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) furnish all information required for any application or other filing to be made pursuant to the DGCL, the BCL or any other applicable Law or any applicable Regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iii) lift, rescind or mitigate the effects of any injunction, restraining order or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction, restraining order or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall -------- ------- be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect, or that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) Parent and the Company shall use reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and (e) the executing, acknowledging and delivering of deliver such documents and other instruments and the taking of do and perform such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing acts and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness things as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. (bc) Without limiting The Company and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team cooperate with one another (the “Transition Team”)i) in determining whether any action by or in respect of, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parentor filing with, which Transition Team shallany Governmental Authority or other third party, following the Closingis required, have responsibility for (A) coordinating and directing the efforts of the Parties with respect or any Approvals are required to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices be obtained from parties in connection with the consummation of the transactions contemplated hereby; (ii) in seeking any Approvals, or making any filings, and timely seeking to obtain any such Approvals, or making any filings; (3iii) coordinating and directing in connection with the efforts listing on the Nasdaq of the Parties with respect Parent Common Stock to Shared Contracts be issued in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, Merger; and (Civ) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended order to facilitate the administration achievement of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period benefits reasonably anticipated from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this AgreementMerger. (d) Purchaser The Company shall use reasonable best efforts to cause its Affiliates and other Persons to transfer and assign all rights necessary for the Company to continue to conduct its business consistent with historical operations and as currently conducted, pursuant to documentation and in a manner reasonably acceptable to Parent. (e) Parent acknowledges that the Sole Shareholder will revoke the Company's S corporation election effective as of January 1, 2001, and Parent shall consult cooperate, as reasonably necessary, to effectuate such revocation. (f) At the request of Parent, the Sole Shareholder and the Company shall cooperate with Parent in good faith its endeavors to confirm with Seller Parent prior to Cornell University the Closing regarding (i) ownership status of any Intellectual Property created by the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined Sole Shareholder in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as course of the Closing. Ifher employment or engagement, as part of such consultationthe case may be, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoCornell University.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject conditions of this Agreement, Buyer and Freeport will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by the Transaction Agreements, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all Permits and Orders required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the Transaction Agreements. Freeport and Buyer agree, and Freeport, prior to the conditions set forth hereinClosing, except and Buyer, after the Closing, agree to cause the Company and its Subsidiaries, to execute and deliver such other documents, certificates, Contracts and other writings and to take such other actions as otherwise provided may be necessary or desirable in this Agreement order to consummate or any Ancillary Agreement implement expeditiously the transactions contemplated by the Transaction Agreements. (b) In furtherance and subject to Section 6.3)not in limitation of the foregoing, each of Freeport and Buyer shall provide, or cause to be provided, to any Governmental Authority all information and documents required or requested by any such Governmental Authority, including by (i) filing any notification and report form and related material required under any Antitrust Law with respect to the transactions contemplated by the Transaction Agreements as promptly as practicable after the date hereof, (ii) supplying as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to any Antitrust Law and (iii) in the case of Buyer, filing or otherwise submitting (to the extent not filed or submitted prior to the date of this Agreement) with each applicable Governmental Authority, all required documentation and information in respect of the Required PRC Approvals in accordance with Section 7.03(d). (c) The Parties agrees to use acknowledge and to cause its Affiliates agree that Buyer’s obligations to use its reasonable best efforts before andas set forth in this Section 7.01 shall include an obligation of Buyer to (i) take, and cause its Affiliates to take, all actions necessary to avoid or eliminate each and every impediment under any Applicable Law so as may be applicableto enable the consummation of the transactions contemplated by the Transaction Agreements prior to the End Date, including (A) committing to sell or hold separate businesses, product lines or assets of Buyer or its Affiliates (including those of the Company), (B) otherwise taking or committing to take actions that after the Closing DateDate would limit Buyer’s or its Affiliates’ (including the Company’s) freedom of action with respect to, until or its ability to retain or exercise rights of ownership or control with respect to, one or more of the earlier businesses, product lines or assets of Buyer or its Affiliates (including the Company), (C) defending any action, suit or proceeding that challenges any of the transactions contemplated by the Transaction Agreements and (D) opposing any request for the entry of, and seeking to occur have dissolved, vacated, lifted, altered, reversed or terminated, any order that could restrain, prevent or delay the consummation of (i) thirty-six (36) months following the Closing Date transactions contemplated hereby and (ii) not take any action (including the completion acquisition by it or any of a Listing Transaction (as defined its Affiliates of any interest in the Purchaser Shareholders Agreement)any Person that derives revenues from products, to take services or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject lines of Section 6.3, and with respect business similar to the Purchaser Parent Shareholder ApprovalCompany’s products, which is services or lines of business) if such action would make it more likely that there would arise any impediments under any Applicable Law that may be asserted by any Governmental Authority to the subject consummation of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, Transaction Agreements as promptly as reasonably practicable. (d) the effecting Each of all registrations, filings Freeport and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased AssetsBuyer shall, and shall cause their respective Affiliates to, cooperate reasonably with one another and keep the effecting other party reasonably informed of all registrations, filings and transfers of any licenses, permits, certificates material matters relating to or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and in connection with the taking of the actions contemplated by this Section 7.01, including (i) affording one another the right to review any written materials to be submitted to such other actions as may reasonably be requested by the other Party Governmental Authority in furtherance advance of the matters described submission thereof and (ii) furnishing one another with copies of all written materials received by or on behalf of such party from such Governmental Authority, in each case to the foregoing clauses extent permitted by Applicable Law. Subject to Applicable Law and the attorney-client privilege, neither Buyer nor Freeport shall agree (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or permit any of their respective Affiliates shall be required to expend agree) to participate in any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection pre-scheduled meeting with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with respect of any Filings filings, investigation or other inquiry relating to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and unless it consults with the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team other party in advance (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreementextent reasonably practicable to do so) and, including Section 2.2to the extent permitted by such Governmental Authority, Section 6.3 gives the other party and Section 6.4(a)its outside counsel the opportunity to attend and participate at such meeting, other than any meeting (or the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with portion thereof) to the consummation of extent not relating to the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to conditions of this Agreement, including the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (applicable provisions of Section 5.07 and subject to Section 6.3)Exhibit A, each of the Parties agrees to use Nasdaq and to Borse Dubai shall, and shall cause its Affiliates to to, use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect laws and stock exchange regulation, including the Takeover Rules, Table of Contents to Antitrust Laws, which are cause to be satisfied all conditions to the subject of Section 6.3Parties’ obligations under this Agreement, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement Agreement. In connection therewith, if any Proceeding is instituted or threatened to be instituted or any legislation is proposed or threatened to be proposed by any Authority which Proceeding or legislation (i) is reasonably likely to materially delay occurrence of the Trigger Date, declaration of the Bidder Offer as unconditional or consummation of the Closing or (ii) challenges any transaction contemplated by this Agreement, then each of Nasdaq, Borse Dubai and the Ancillary AgreementsBidder shall (by negotiation, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing cooperate and other fees owed use their reasonable best efforts to contest, resist or avoid any Governmental Authority in connection with such Proceeding or legislation, including any Filings to be made with administrative or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a)judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in order to facilitate the effect and that prohibits, prevents, materially delays or materially restricts consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including by pursuing reasonable avenues of administrative and judicial appeal. (b) Subject to Section 2.2, Section 6.3 and Section 6.4(a5.07(e), Nasdaq, Borse Dubai and the process for seeking applicable third party consentsBidder agree to execute and deliver such other documents, Approvalscertificates, agreements and Governmental Authorizations other writings and making required filings to take such other actions as may be necessary or notices desirable in connection with the consummation of order to consummate or implement expeditiously this Agreement or the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties Company and Purchaser agrees to use cooperate with the other and to cause its Affiliates to use its reasonable best efforts before andin good faith to take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary on its part under this Agreement or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) laws to consummate and make effective, effective the Transaction as promptly as reasonably practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) including the satisfaction of the conditions precedent set forth in Section 8 hereof; provided, however, that neither Purchaser nor the Company shall be required to obtain or seek any Principal Insurance Regulatory Authority’s clearance, approval, consent, authorization, exemption, waiver or similar order (“Insurance Regulatory Approvals”). Purchaser hereby covenants and agrees that it shall not, prior to the obligations of Closing, knowingly take any action that is reasonably likely to require that Purchaser obtain an Insurance Regulatory Approval that will be an Approval (as defined in Section 8.1(c) hereof). (i) Purchaser and the Company each has made its own legal determination, based on existing facts and, in the case of the PartiesCompany, based in part upon and assuming the accuracy of Purchaser’s representations and warranties set forth in Section 4.7(b) hereof, that no premerger notification is required by the HSR Act in connection with the Closing. Purchaser hereby covenants and agrees that it shall not, prior to the Closing, knowingly take any action that is reasonably likely to result in an HSR Event. (bii) Notwithstanding the obtaining of all necessary actionsforegoing, consentsin the event that either the Company or Purchaser, approvalsin consultation with legal counsel, waivers and finally determines that the Transaction will, or is reasonably likely to, require a premerger notification under the HSR Act (an “HSR Event”), such party shall notify the other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3as soon as is reasonably practicable, and in any event within 24 hours after making such final determination. (c) If, at any time a filing is required by the HSR Act with respect to the Transaction, then the parties shall reasonably cooperate and consult with each other and each of the Company and Purchaser Parent Shareholder shall use their respective reasonable best efforts to make any filings required by the HSR Act as promptly as practicable and, in the case of a filing under the HSR Act that is an Approval, which in any event withintwenty (20) days following delivery of notice in respect of an HSR Event. The Company shall pay any filing fees in connection with such filing under the HSR Act. If, after the Closing, Purchaser determines that a filing under the HSR Act is the subject of Section 6.24)necessary for it or its affiliates to acquire, (c) without limiting the obligations convert or exercise any securities of the Parties set forth in Section 6.3Company, the defending of any Action, whether judicial or administrative, challenging this Agreement or parties will also cooperate and consult with each other in the performance of the obligations hereunder, same manner. (d) Subject to the effecting terms and conditions of all registrationsthis Agreement, filings each of the Company and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased AssetsPurchaser shall use reasonable best efforts, and at the effecting of all registrationsCompany’s sole expense, filings and transfers of to lift any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets injunction to be transferred to Seller Parent or any Retained Subsidiary and the Transaction as promptly as reasonably practicable. (e) Upon the executingrequest of Purchaser, acknowledging the Company shall, and delivering shall cause each of such documents its controlled Affiliates to, (i) cooperate with the filing of any statement, notice, petition or application by or on behalf of the Purchaser or any of its Affiliates in order to obtain any Insurance Regulatory Approvals in connection with Purchaser’s acquisition of beneficial ownership of Company Common Stock or securities convertible into Company Common Stock, (ii) furnish to Purchaser all information concerning the Company and instruments each Company Subsidiary, and the taking of their respective directors, officers and stockholders and such other actions matters as may be reasonably be requested necessary or advisable in connection with any such Insurance Regulatory Approvals, (iii) respond to any government requests for information, and (iv) contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order that restricts, prevents or prohibits the consummation of the transactions contemplated by any such filing, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action, (v) cooperate with Purchaser in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of Purchaser or any of its Affiliates in connection with proceedings under or relating to such Insurance Regulatory Approvals or any other federal, state or foreign laws applicable to the insurance industry as conducted by the other Party Company and its Affiliates, and (vi) provide Purchaser with copies of all material communications from and filings with, any Governmental Authorities in furtherance of connection with this Section 5.1(e). (f) Notwithstanding anything to the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreementcontrary herein, including Section 6.3, none of Seller Parent, Purchaser Parent or neither party nor any of their respective Affiliates shall be required to expend take any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed action pursuant to any Governmental Authority in connection with any Filings this Section 5.1 which would be reasonably likely to be made with unreasonably burdensome on such party or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking ofor to require such party or its respective Affiliates to divest or dispose of any assets, securities or failure other instruments whether now owned or hereafter acquired or to take, accept any action set forth in the Transition Plan shall in no event be a condition to the obligations limitation on any of either Party to consummate the Sale and the other transactions contemplated by this Agreementits investment activities. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller shall use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Applicable Law to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreementsother Transaction Documents no later than the End Date, including: including (ai) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary to consummate the satisfaction transactions contemplated by this Agreement and the other Transaction Documents. Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement, to vest in Buyer ownership of the conditions precedent Purchased Subsidiaries and good title to the obligations of any Purchased Assets and to assure and evidence the assumption by Buyer of the Parties, Assumed Liabilities. (b) In furtherance and not in limitation of the obtaining foregoing, each of all necessary actions, consents, approvals, waivers Buyer and other Approvals of all Governmental Authorities under Seller shall make required filings pursuant to applicable Law (other than with respect to Antitrust Competition Laws, which are including the subject filing of Section 6.3a Notification and Report Form pursuant to the HSR Act and any required filing pursuant to the Competition Laws of Germany, and with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated by this Agreement as promptly as practicable after the date hereof, which is but in no event later than ten (10) Business Days after the subject date hereof for filings required under the HSR Act. Each of Section 6.24), Buyer and Seller shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Competition Laws and shall promptly take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws as soon as practicable. (c) without limiting If any objections are asserted with respect to the transactions contemplated by this Agreement or any other Transaction Documents under the HSR Act or any other applicable Competition Law, or if any Action is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement or any other Transaction Document as violative of the HSR Act or any other Competition Law, Buyer shall use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Buyer shall, and shall cause its Subsidiaries and Affiliates to, take all actions, including (i) agreeing to hold separate or to divest any of the businesses or properties or assets of the Business, the Purchased Assets or the Purchased Subsidiaries; (ii) creating or terminating any relationship, contractual rights or obligations of the Parties set forth in Section 6.3Business, the defending Purchased Assets or the Purchased Subsidiaries; (iii) effectuating any other change or restructuring of the Business, the Purchased Assets or the Purchased Subsidiaries and (iv) opposing, fully and vigorously, (x) any Action, whether administrative or judicial action or administrative, proceeding that is initiated or threatened to be initiated challenging this Agreement or the performance consummation of the obligations hereundertransactions contemplated hereby and (y) any request for, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assetsentry of, and seek to have vacated or terminated, any Order that could restrain, prevent or delay the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance consummation of the matters described transactions contemplated hereby, including in the foregoing clauses case of either (ax) or (y) by defending through litigation any action asserted by any Person in any court or before any Governmental Authority, and vigorously pursuing all available avenues of administrative and judicial appeal (d); provided that except as otherwise expressly provided by this Agreement and, in each case, to enter into agreements or any Ancillary Implementing Agreement, including Section 6.3, none stipulate to the entry of Seller Parent, Purchaser Parent an Order or any of their respective Affiliates shall be required to expend any money, commence any litigation decree or offer or grant any accommodation (financial or otherwise) in connection file appropriate applications with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings of the foregoing and in the case of actions by or with respect to be made with or Approvals the Purchased Assets and Purchased Subsidiaries; by consenting to be obtained from Governmental Authoritiessuch action), for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested required (x) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under the HSR Act or any other applicable Competition Law or (y) by any Governmental Authority whose Approval is sought domestic or foreign court or other tribunal, in connection with any Action challenging such transactions as violative of the HSR Act or any other applicable Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated hereby. by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, none of Buyer and any of its Subsidiaries and Affiliates shall be required to agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of or any limitation on the acquisition, ownership, operation, effective control or exercise of full rights of ownership, or other modification of rights in respect of, the Business, the Purchased Assets or the Assumed Liabilities, or other remedy that, in each case, (bx) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate is not conditioned on the consummation of the transactions contemplated by this Agreement and or the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closingother Transaction Documents, (2y) subject would impose any obligation on Buyer its Affiliates to the terms agree to any sale, transfer, license, separate holding, divestiture or other disposition of this Agreementany asset, including Section 2.2rights, Section 6.3 and Section 6.4(a)properties, the process for seeking applicable third party consentsentities or business, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall developrestriction, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans other than in respect of the matters set forth in Section 6.4(cBusiness, the Purchased Subsidiaries or the Purchased Assets or (z) of would, after giving effect to such action, reasonably be expected to have a material adverse effect on the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that Business, the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, Purchased Subsidiaries and the taking ofPurchased Assets, or failure to take, any action set forth in the Transition Plan shall in no event be taken as a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreementwhole. (d) Purchaser Parent After the Closing, and for no further consideration, each of Seller and Buyer shall, and shall consult cause its Affiliates to, execute, acknowledge and deliver such agreements, instruments or deeds, and take such other actions as may reasonably be requested to more effectively convey to, transfer to or vest in good faith with Seller Parent prior Buyer the Purchased Assets or assumption by Buyer of the Assumed Liabilities as contemplated by this Agreement to be transferred or assumed at the Closing regarding (or in the case of the Delayed Assets and the Assumed Liabilities relating thereto, the Delayed Transfer Date), including (i) the identity of the initial direct reports transferring back to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and Seller any asset which is not a Purchased Asset, (ii) transferring to Buyer any Purchased Asset or Assumed Liability contemplated by this Agreement to be transferred to Buyer at the initial Closing which was not so transferred at the Closing and (iii) transferring to Buyer any Business Plan (as defined Records in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers possession of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters canor its Affiliates that constitute Purchased Assets but are not be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretolocated at a Real Property described in Section 2.02(b).

Reasonable Best Efforts; Further Assurances. (a) Under Each party hereto shall, as promptly as practicable, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the terms performance of its obligations pursuant to this Agreement. Each party shall cooperate fully with the other party and subject its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the conditions set forth hereinHSR Act has not been filed prior to the date hereof, except as otherwise provided in the Seller agrees to cause the Companies and the Purchaser agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement or within 10 Business Days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any Ancillary Agreement (additional information and subject documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the Purchaser’s undertaking pursuant to this Section 6.37.1(a), each of the Parties Purchaser agrees to use and to cause its Affiliates to use its reasonable best efforts before and, as and to take any and all steps necessary to avoid or eliminate each and every impediment under any Requirements of Law that may be applicable, after asserted by any Governmental Authority or any other party so as to enable the Closing Date, until the earlier parties hereto to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, close the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders or otherwise, the Ancillary Agreementssale, including: (a) the satisfaction of the conditions precedent to the obligations divestiture or disposition of any of the Partiesits assets, (b) the obtaining of all necessary actionsproperties or businesses, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations or of the Parties set forth in Section 6.3assets, the defending of any Action, whether judicial properties or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets businesses to be transferred acquired by it pursuant to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be as are required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and divested in order to facilitate avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement and Agreement. In addition, the Ancillary Agreements Purchaser shall use its reasonable best efforts to defend through litigation on a timely basisthe merits any claim asserted in court by any party in order to avoid entry of, promptly following or to have vacated or terminated, any order (whether temporary, preliminary or permanent) of any Governmental Authority that would prevent the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative consummation of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject . Notwithstanding anything to the terms contrary herein, if the lessor or licensor under any Leased Real Property conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including Section 2.2increased rent payments), Section 6.3 and Section 6.4(aor the provision of additional security (including a guaranty), the process Purchaser shall be solely responsible for seeking applicable third making all such payments or providing all such additional security. (b) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments and proposals made by or on behalf of any party consents, Approvals, and before any Governmental Authorizations and making required filings Authority or notices the staff or regulators of any Governmental Authority in connection with the consummation transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions among the Seller, the Companies, the Purchaser or any of their respective Affiliates or representatives with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by any Requirements of Law or any disclosure containing confidential information) shall be disclosed to the other parties hereunder in advance of any filing, submission or attendance, it being the intent that of the transactions contemplated herebyparties that they consult and cooperate with one another, and (3) coordinating consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and directing proposals. Each party shall give notice to the efforts of the Parties other party with respect to Shared Contracts in accordance any meeting, discussion, appearance or contact with Section 2.2 as well as any Governmental Authority or the efforts staff or regulators of the Parties any Governmental Authority, with respect such notice being sufficient to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and provide the other provisions of this Agreementparty with the opportunity to attend and participate in such meeting, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of discussion, appearance or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)contact. (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Upon the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to party hereto shall use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, to do and do, or cause to be done, and to assist and cooperate with the other Parties party or parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and by the Related Agreements. The Company and Parent shall each use its reasonable best efforts to (i) as promptly as practicable, obtain all Approvals (including those referred to in Sections 2.6(a) and 2.6(b) and the Company Disclosure Schedule), and the Company and Parent shall make all filings under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby and thereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith); (ii) lift, rescind or mitigate the effects of any injunction or other Order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby and thereby and to prevent, with respect to any threatened or such injunction or other Order, the issuance or entry thereof, provided, however, that neither Parent nor any of its Affiliates shall be under any obligation to (x) make proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, any of its Affiliates, including its Subsidiaries, the Company or the holding separate of Company Stock or imposing or seeking to impose any limitation on the ability of Parent or any of its Affiliates, including its Subsidiaries, to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of Company Stock, or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, monopolies or restrictive trade practices which, in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company or Parent or any of Parent's Affiliates, including its Subsidiaries. Neither party hereto will take any action which results in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be, becoming untrue or inaccurate in any material respect. (b) The parties hereto shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them, and to cause the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary consummated. Each party hereto, at the reasonable request of another party hereto, shall execute and (e) the executing, acknowledging and delivering of deliver such documents and other instruments and the taking of do and perform such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing acts and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness things as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. (bc) Without limiting The Company and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team cooperate with one another: (the “Transition Team”)i) in determining whether any action by or in respect of, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parentor filing with, which Transition Team shallany Governmental Authority or other third party, following the Closingis required, have responsibility for (A) coordinating and directing the efforts of the Parties with respect or any Approvals are required to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices be obtained from parties in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.Merger;

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to conditions of this Agreement, the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyers and subject to Section 6.3), each of the Parties agrees to Sellers will use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary or desirable under Applicable Laws applicable to such Buyer or Seller to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d)Agreement; provided that except as otherwise expressly provided by this Agreement the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, consent decree, stipulation or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection agreement with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebyhereby that would materially and adversely affect such party or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its businesses, assets or properties. (b) Without limiting In furtherance and not in furtherance limitation of the provisions of Section 6.4(a)foregoing, Buyers shall comply, and in order representatives of Buyers and Sellers shall instruct the Company to facilitate comply, at the consummation earliest practicable date with any request from the Virginia State Corporation Commission for additional information, documents or other materials and shall seek satisfaction of the transactions contemplated by VSCC Condition as promptly as practicable. Buyers shall file the required notifications under the HSR Act, requesting early termination of the applicable waiting period under the HSR Act, within five (5) Business Days of this Agreement and Buyers and Sellers shall instruct the Ancillary Agreements on a timely basisCompany to comply, promptly following at the date hereof Seller Parent and Purchaser Parent shall organize a transition team (earliest practicable date, with its obligations under the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing DateHSR Act. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties Buyers acknowledge and agree that notwithstanding anything to the Transition Plan shall be prepared for convenience and informational purposes onlycontrary set forth herein, shall not be binding on any Party or its respective Affiliates, using their reasonable best efforts to satisfy the VSCC Condition and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to HSR Condition are the obligations of either Party to consummate the Sale Buyers and not the other transactions contemplated by this AgreementSellers. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall (and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Proxy Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and the Ancillary Agreements on a timely basisits officers, promptly following the date hereof Seller Parent directors, employees, partners and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties foregoing; (iv) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to (1) the administration and coordination Offer or the Merger so as to enable the consummation of the Ancillary Agreements following Offer or the ClosingMerger to occur as expeditiously as possible; PROVIDED, (2) subject HOWEVER, that DCNA shall not be required to take any actions in connection with, or agree to, any hold separate order, sale, divestiture, or disposition of plants, assets and businesses of DCNA or any of its Subsidiaries or of the terms Company or any of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and its Subsidiaries. Prior to making any application to or filing with a Governmental Authorizations and making required filings Entity or notices other entity in connection with this Agreement (other than filing under the consummation HSR Act and the European Union merger control regulations), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) The Company, and DCNA shall each keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by DCNA, the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Purchaser or the Company, as the efforts case may be, or any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3), each Each of the Parties agrees to parties shall use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionappropriate action to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Law or otherwise to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements as promptly as practicable, including: including to (ai) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of obtain from Governmental Authorities and other Persons all necessary actions, consents, approvals, waivers authorizations, qualifications and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which orders as are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, necessary for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements as set forth on a timely basisSchedule 5.6, (ii) promptly following the date hereof Seller Parent make all necessary filings, and Purchaser Parent shall organize a transition team (the “Transition Team”)thereafter make any other required submissions, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) this Agreement required under the administration and coordination HSR Act or any other applicable Law as set forth on Schedule 5.6 of the Ancillary Agreements following the ClosingDisclosure Letter and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (2whether temporary, preliminary or permanent) subject to the terms of this Agreementthat is in effect and that enjoins, including Section 2.2restrains, Section 6.3 and Section 6.4(a)conditions, the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings makes illegal or notices in connection with otherwise restricts or prohibits the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby Ancillary Agreements. In furtherance and not in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration limitation of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall developforegoing, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer Group Companies shall permit Parent to reasonably participate in the defense and settlement of Purchaser any claim, suit or cause of action relating to this Agreement, the Merger or the other transactions contemplated hereby, and the Group Companies shall not settle or compromise any such claim, suit or cause of action without Parent’s written consent. (b) Except as otherwise provided in Section 5.7, the Group Companies shall, and shall cause their respective Subsidiaries to, give promptly such notice to third parties and to use commercially reasonable efforts to obtain such third party consents if reasonably requested by Parent in writing. Parent shall make cooperate with and assist the final determination Group Companies in giving such notices and obtaining such consents and estoppel certificates; provided, however, that none of the parties shall have any obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any change in the terms of any agreement or arrangement that it in its sole discretion may deem adverse to the interests of Parent or any of the Group Companies. (c) Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Parent to agree or commit to take, and none of the Sellers or the Group Companies shall agree or commit to take, any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of Parent, any Group Company or any of their respective Affiliates or (ii) limit Parent’s freedom of action with respect theretoto, or its ability to consolidate and control, the Group Companies or any of their assets or businesses or any of Parent’s or its Affiliates’ other assets or businesses.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to conditions of this Agreement, the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (Company and subject to Section 6.3), each of the Parties agrees to Parent shall use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken (including by their respective Affiliates), all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doingdone (including by their respective Affiliates), all things necessary, proper or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Applicable Law to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreementsother Transaction Documents as promptly as practicable, including: including (ai) cooperating with each other in determining whether any applications, notices, registrations, approvals, filings, consents, permits, authorizations, requests or other confirmations are necessary or desirable to be filed or made with any Governmental Authority or any third party in connection with the satisfaction transactions contemplated by this Agreement as promptly as practicable, (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary and desirable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents to consummate the conditions precedent transactions contemplated by this Agreement as promptly as practicable and (iii) obtaining and maintaining all applications, notices, filings, approvals, consents, registrations, permits, authorizations, requests and other confirmations from any Governmental Authority or other third party that are necessary to consummate the obligations of any of the Parties, transactions contemplated by this Agreement as promptly as practicable. (b) In furtherance and not in limitation of the obtaining foregoing, each of all necessary actionsParent and the Company shall use reasonable best efforts to file, consentsindividually or jointly, approvalsas appropriate, waivers such applications, notices, registrations and other Approvals requests as may be required or advisable to be filed by it with any Governmental Authority in order to consummate the transactions contemplated hereby, including (i) an appropriate filing of all Governmental Authorities under applicable Law (other than with respect a notification and report form or forms, as applicable, pursuant to Antitrust Laws, which are the subject of Section 6.3, and HSR Act with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated hereby as promptly as practicable but in any event within 10 Business Days of the date hereof which form, which is if mutually agreed by the subject parties, shall specifically request early termination of Section 6.24the waiting period prescribed in the HSR Act and (ii) any other filings, approvals and clearances or expiration of waiting periods required by a Governmental Authority or other third party, including the FCC, any applicable PSCs and any local franchising authorities (including any LFA Approvals), (c) without limiting in order to consummate the obligations transactions contemplated hereby, as promptly as practicable following the date hereof. Each of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, Parent and the effecting of all registrations, filings and transfers of Company shall (i) respond as promptly as practicable to any licenses, permits, certificates inquiries or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to requests received from any Governmental Authority in connection with any Filings filing with such Governmental Authority applicable to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible the transactions contemplated hereby and shall reimburse Seller Parent (ii) supply as promptly as practicable any additional information and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as documentary material that may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated herebyAuthority. (bc) Without limiting Notwithstanding the foregoing, (i) nothing in this Agreement shall require Parent or any of its Subsidiaries to, and the “reasonable best efforts” standard shall not be construed to require Parent or any of its Subsidiaries to, and (ii) without the prior written consent of Parent (which may be withheld for any reason or no reason), the Company and its Subsidiaries shall not be permitted to, in furtherance either case, proffer, commit to or effect, by consent decree, settlement, stipulation, hold separate order, trust or otherwise, the sale, disposition, licensing or holding separate of, or any prohibition or limitation in any material respect of the provisions of Section 6.4(a)ownership or operation of, and in order to facilitate the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts any business, assets or properties of the Parties with respect to (1) the administration and coordination Parent or any of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings its Subsidiaries or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communicationsany material business, public relations and investor relations strategy and approach assets or properties of the Parties regarding this Agreement and Company or any of its Subsidiaries. (d) Each party shall (i) promptly notify the transactions contemplated hereby in accordance other party of any written communication to that party from the FCC, PSCs or any other Governmental Authority with this Agreement, and (C) overseeing other business and operational matters relating respect to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C)and, subject to applicable LawsApplicable Law, including Laws regarding permit the exchange other party to review in advance, any proposed written communication to any of information the foregoing with respect to this Agreement and Antitrust Lawsthe transactions contemplated hereby; and (ii) furnish the other party with copies of all correspondence, filings, and communications between them and their respective Representatives or Affiliates, on the one hand, and any Governmental Authority, on the other provisions hand, with respect to this Agreement and the transactions contemplated hereby. Subject to Applicable Law, neither party nor any of this Agreementtheir respective Affiliates shall permit any of their officers or any of their other Representatives to participate in any substantive meeting or discussion with the FCC, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of PSCs or alter the substantive rights and obligations of the Parties under any other provisions of Governmental Authority with respect to this Agreement)Agreement and the transactions contemplated hereby without giving the other party the opportunity to attend and participate. (ce) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after Company shall jointly (i) control the Closing Date. The Transition Plan shall also include reasonably detailed plans strategy for obtaining any consents, approvals, clearances and waivers from any Governmental Authority in respect of connection with the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser Agreement and (ii) control the initial Business Plan overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the transactions contemplated by this Agreement and of all other regulatory matters incidental thereto. (as defined in the Purchaser Shareholders Agreement)f) The Company and its Subsidiaries shall not agree, including any updates without Parent’s prior written consent, which shall not be unreasonably withheld, to any draft Business Plan previously providedadverse change to the terms of any Permit or Contract as a condition to obtaining any LFA Approval. If in connection with obtaining any such LFA Approval, a Governmental Authority or other third party seeks to impose any adverse condition or adverse change to any Permit or Contract to which such consent or approval relates that would be adopted by Purchaser applicable to Parent, the Company or its Subsidiaries as of a requirement for granting such consent or approval, the Closing. If, as part Company will promptly notify Parent of such consultationfact and the Company and its Subsidiaries shall not agree to such condition or change unless Parent shall, Seller in its reasonable discretion, consent to such condition or change in writing. To the extent Parent wishes has not consented to escalate any matter regarding the foregoing matterssuch change, it any such LFA Approval shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers deemed obtained and received for purposes of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretothis Agreement (including Section 9.02(d)).

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of Parent and the Parties agrees to use and to cause its Affiliates to Company shall use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with all things necessary or desirable under applicable Laws, or as reasonably requested by the other Parties in doingparties, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, implement expeditiously each of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement, including: including using its reasonable best efforts to (ai) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of obtain all necessary actions, nonactions, waivers, consents, approvals, waivers approvals and other Approvals of authorizations from all Governmental applicable Authorities under applicable Law prior to the Effective Time; (other than with respect to Antitrust Laws, which are the subject of Section 6.3ii) avoid an Action by any Authority, and with respect (iii) execute and deliver any additional instruments reasonably necessary to consummate the Purchaser Parent Shareholder Approvaltransactions contemplated by this Agreement. The parties shall execute and deliver such other documents, which is the subject of Section 6.24)certificates, (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings agreements and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, other writings and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of take such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought necessary in connection with order to consummate or implement expeditiously each of the transactions contemplated herebyby this Agreement. (b) Without limiting and in furtherance Subject to applicable Law, each of the provisions Company and Parent agrees to (i) reasonably cooperate and consult with the other regarding obtaining and making all notifications and filings with Authorities, (ii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of Section 6.4(a)any notifications or filings, (iii) keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices and other communications received by such party from, or given by such party to, any third party or any Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in order any communication to facilitate be given by it to any Authority with respect to any filings required to be made with, or action or nonactions, waivers, expirations or terminations of waiting periods, clearances, consents or orders required to be obtained from, such Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (Av) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms extent reasonably practicable, consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this Agreement, including Section 2.2either in person or by telephone, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices with any Authority in connection with the consummation proposed transactions unless it gives the other party the opportunity to attend and observe; provided, however, that, in each of the transactions contemplated hereby, clauses (iii) and (3iv) coordinating above, that materials may be redacted (A) to remove references concerning the valuation of such party and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2its Affiliates, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance as necessary to comply with this Agreementcontractual arrangements or applicable Laws, and (C) overseeing as necessary to address reasonable attorney-client or other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of privilege or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)confidentiality concerns. (c) Purchaser During the Interim Period, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands or other stockholder Action (including derivative claims) relating to this Agreement, any of the Ancillary Agreements or any matters relating thereto commenced against Parent, any of the Parent Parties or any of its or their respective Representatives in their capacity as a representative of a Parent Party or against the Company (collectively, the “Transaction Litigation”). Parent shall developcontrol the negotiation, in consultation with Seller defense and settlement of any such Transaction Litigation brought against Parent, a detailed written transition plan (Merger Sub or members of the “Transition Plan”) which boards of directors of Parent or Merger Sub and the Company shall set forth integration planning goalscontrol the negotiation, activities defense and processes settlement of any such Transaction Litigation brought against the Company or the members of its board of directors; provided, however, that in no event shall the Company or Parent settle, compromise or come to any arrangement with respect to any Transaction Litigation, or agree to do the period from same, without the date hereof through prior written consent of the Closing Date other party (not to be unreasonably withheld, conditioned or delayed; provided, that it shall be deemed to be reasonable for Parent (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of each Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if the Parent is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction Litigation, (B) provides for any non-monetary, injunctive, equitable or similar relief against any Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) or (C) contains an admission of wrongdoing or Liability by a Parent Party (if the Company is controlling the Transaction Litigation) or the Company (if Parent is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction Litigation. Parent and the transition activities to be implemented after Company shall each (i) keep the Closing Date. The Transition Plan shall also include other reasonably detailed plans in respect of informed regarding any Transaction Litigation, (ii) give the matters set forth in Section 6.4(c) of other the Purchaser Parent Disclosure Letter. The Parties acknowledge opportunity to, at its own cost and agree that the Transition Plan shall be prepared for convenience and informational purposes onlyexpense, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth participate in the Transition Plan shall in no event be a condition to the obligations defense, settlement and compromise of either Party to consummate the Sale any such Transaction Litigation and reasonably cooperate with the other transactions contemplated by this Agreement. in connection with the defense, settlement and compromise of any such Transaction Litigation, (diii) Purchaser Parent shall consult consider in good faith the other’s advice with Seller Parent prior respect to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser any such Transaction Litigation and (iiiv) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination reasonably cooperate with respect theretoeach other.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller will use and to cause its Affiliates to use its their respective reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, all things necessary or desirable under applicable Law to consummate the transactions contemplated by this Agreement. Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to assist and cooperate with the take such other Parties actions as may be necessary or desirable in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) order to consummate or implement expeditiously the transactions contemplated by this Agreement. Such actions shall include (i) preparing and make effective, filing as promptly as practicablereasonably practicable all documentation to effect all necessary notices, reports, and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, exemptions, Permits and authorizations necessary or advisable to be obtained from any third party or Government Entity in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including: (aii) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of taking all actions reasonably necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement Agreement. (b) In furtherance and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts not in limitation of the Parties with respect to (1) the administration foregoing, each of Buyer and coordination Seller shall make an appropriate filing of the Ancillary Agreements following the Closing, (2) subject a Notification and Report Form pursuant to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties HSR Act with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, as promptly as practicable and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of supply as promptly as practicable any additional information and Antitrust Laws, documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration expiration or termination of the matters referred to herein and is not intended to expand applicable waiting periods under the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)HSR Act as soon as practicable. (c) Purchaser Parent Seller and Buyer shall develop, cooperate with each other in consultation connection with the making of all such filings. Seller Parent, a detailed written transition plan (the “Transition Plan”) which and Buyer shall set forth integration planning goals, activities and processes with respect use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the period from rules and regulations of any applicable Law in connection with the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. . Neither Seller nor Buyer may participate or agree to participate in any substantive meeting, telephone call or discussion with any Government Entity in connection with the filings required under the HSR Act in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance (dto the extent not prohibited by such Government Entity) Purchaser Parent shall and, to the extent not prohibited by such Government Entity, gives the other party the opportunity to attend such meeting, telephone call or discussion. The parties hereto will consult and cooperate with one another, and consider in good faith with Seller Parent prior the views of one another, in connection with, and provide to the Closing regarding (iother parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Notwithstanding the foregoing, Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this ‎Section 7.01(c) as “Antitrust Counsel Only Material.” Such materials and the identity information contained therein shall be given only to the outside antitrust counsel of the initial direct reports recipient and will not be disclosed by such outside counsel to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement)employees, including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as officers or directors of the Closing. Ifrecipient unless express permission is obtained in advance from the source of the materials (Buyer or Seller, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretocase may be) or its legal counsel.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of Parent, Buyer and Seller will, and Seller shall cause the Parties agrees to use and to cause its Affiliates to Purchased Subsidiary to, use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement. Seller, Parent and Buyer agree to, and Seller shall cause the Purchased Subsidiary to, execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer ownership of the Purchased Subsidiary Interests and good and marketable title to the other Purchased Assets. (other than b) If any objections are asserted with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreementsother Transaction Documents under any antitrust Law or if any action, including: (a) the satisfaction of the conditions precedent to the obligations of suit or other proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the Partiestransactions contemplated hereby as violative of any antitrust Law or other Applicable Law, each of Parent, Buyer and Seller shall, and Seller shall cause the Purchased Subsidiary to, use its respective reasonable best efforts promptly to resolve such objections; provided that nothing in this Agreement (including this Section 7.01) shall require any party or any of its Affiliates to (and, without the prior written consent of Parent, Seller shall not, and shall cause the Purchased Subsidiary not to) (A) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (bB) divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agreeing to do any of the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and foregoing) with respect to the Purchaser Parent Shareholder ApprovalBusiness, which is the subject of Section 6.24), (c) without limiting Purchased Subsidiary or the obligations Purchased Assets or assets or properties of the Parties set forth Purchased Subsidiary or, or in Section 6.3the case of Parent and Buyer, any assets or business of Parent, Buyer or any of their respective Affiliates or (C) litigate or participate in the defending litigation of any Actionproceeding, whether judicial or administrative, challenging this Agreement brought by any Governmental Authority or the performance other Person. (c) In furtherance and not in limitation of the obligations hereunderforegoing, each of Parent and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (and in any event within 10 Business Days of the date hereof) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The filing fees required to be paid in connection with required filings under the HSR Act will be paid by Buyer. (d) In furtherance and not in limitation of the effecting foregoing, as promptly as practicable after the date of this Agreement, Seller shall, and shall cause the Purchased Subsidiary to, use its reasonable best efforts to give all registrationsnecessary notices to, filings and transfers of Governmental Authorizations obtain all consents, waivers and approvals from, any parties to any Contract (including Environmental Permitsany Purchased Subsidiary Contract) that constitute Purchased Assets, and may be required in connection with the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided transactions contemplated by this Agreement or any Ancillary Implementing Agreementand the other Transaction Documents, including Section 6.3the Consents, none of and Parent and Buyer shall reasonably cooperate with Seller Parentor the Purchased Subsidiary, Purchaser as applicable, to give or obtain such notices, consents, waivers and approvals; provided, however, that neither Parent or any of their respective Affiliates shall nor Buyer will be required to expend compensate any money, commence any litigation Person or offer or grant any accommodation (financial or otherwise) to any Person in connection therewith; and, provided, further, that neither Seller, nor the Purchased Subsidiary, nor any of their respective Affiliates shall, without Parent’s prior written consent, grant any waiver, make any concession or otherwise amend or alter any terms of any Contract in order to obtain any consent, waiver or approval. Parent shall be provided with a reasonable opportunity to review and comment on all materials to be used by Seller or the Purchased Subsidiary (or any of their respective Affiliates) in connection with the foregoing giving or obtaining such notices, consents, waivers and approvals. Seller shall promptly upon their receipt make available to Parent copies of any and all substantive correspondence between Seller, the Purchased Subsidiary or any of their respective Affiliates and the party to any such Contract (or its Representatives) relating to any such notice, consent, waiver or approval or the transactions contemplated hereby. At all times prior to the Closing, Seller shall keep Parent reasonably informed of the status of obtaining the Consents. To the extent that, in connection with obtaining a third party's Consent under any Contract, one or more of the parties hereto enter into an agreement with such third party that provides for an allocation of liability among the parties hereto with respect to such Contract that is inconsistent with the terms of this Agreement, the parties agree that, as among themselves, the provisions of this Agreement shall control. (e) Parent, Buyer and Seller shall, to the extent permitted by Applicable Law, have the right to review in advance, and each will consult the other than on, any filing and other fees owed to made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. Parent, Buyer and Seller shall, to the extent permitted by Applicable Law, (i) promptly advise the other of the receipt of any Filings to be made with or Approvals to be obtained substantive communication from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any a Governmental Authority whose Approval is sought in connection with respect to the transactions contemplated hereby. , (bii) Without limiting provide the other with a reasonable opportunity to participate in the preparation of any response thereto and to review any such response prior to the filing or submission thereof and (iii) provide the other with the opportunity to participate in furtherance any meetings or substantive telephone conversations that such party or its Affiliates or any of the provisions of Section 6.4(a), and in order their respective Representatives may have from time to facilitate the consummation of time with any Governmental Authority with respect to the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basis, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement)Transaction Documents. (cf) Purchaser Parent shall developSeller hereby constitutes and appoints, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after effective as of the Closing Date. The Transition Plan shall also include reasonably detailed plans , Buyer and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in respect the name of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking ofBuyer, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to name of Seller but for the obligations benefit of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously providedBuyer, to be adopted by Purchaser as collect for the account of the ClosingBuyer any items of Purchased Assets. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it Buyer shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent retain for its own account any amounts collected pursuant to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closingpowers, the Chief Executive Officer of Purchaser Parent shall make the final determination with including any amounts payable as interest in respect theretothereof.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in this Agreement or any Ancillary Agreement (and subject to Section 6.3)herein provided, each of the Parties agrees to use and to cause its Affiliates to parties hereto shall use its commercially reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all action, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things reasonably necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, laws and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) regulations to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction Agreement. Each of the conditions precedent Company and Parent and Newco will use their respective commercially reasonable best efforts to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals obtain consents of all Governmental Authorities under applicable Law (other than with respect and third parties necessary to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement Agreement; provided, however, that neither Parent nor Newco nor any of their Affiliates shall be required to consent to the divestiture or other disposition of any of its assets or consent to any other conduct or structural remedy and neither Parent nor Newco nor their Affiliates shall have any obligation to contest, administratively or in court, any order or other action of any Governmental Authority or private party respecting the Ancillary Agreements transactions contemplated by this Agreement; provided, further, that the Company is not obligated to obtain further consents from third parties under the leases listed on Schedule 3.3 so long as the conditions in Section 6.2(b)(iii) are satisfied. Each party shall bear its own costs incurred in connection with obtaining such consents (and any such costs incurred by the Company shall be deemed to be Seller Expenses); provided that the HSR Act filing fee shall be borne by the Parent. In connection with the filing made pursuant to the HSR Act on July 28, 2006, each party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act, including a timely basis, promptly following prompt response by the date hereof Seller Parent and Purchaser Parent shall organize a transition team parties to any Request for Additional Information from the Department of Justice or the Federal Trade Commission (the “Transition TeamFTC”). Without limitation of the foregoing, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser the Company, Parent, which Transition Team shall, following Newco and their respective affiliates shall not extend any waiting period or comparable period under the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties HSR Act or enter into any agreement with respect any Governmental Authority not to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with the consummation of consummate the transactions contemplated hereby, and (3) coordinating and directing except with the efforts prior written consent of the Parties with respect other parties hereto. Each party shall (A) promptly notify the other party of any written communication to Shared Contracts that party from the FTC, the Antitrust Division or any other Governmental Authority and, subject to applicable law, permit the other party to review in accordance with Section 2.2 as well as the efforts advance any proposed written communication to any of the Parties with respect to the assets foregoing and liabilities contemplated by Section 2.2, (B) coordinating communicationsfurnish the other party with copies of all correspondence, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreementfilings, and communications (Cand memoranda setting forth the substance thereof) overseeing between them and their respective affiliates on the one hand, and any Governmental Authority on the other business and operational matters relating hand, with respect to this Agreement and the transactions contemplated hereby Merger. Parent shall use its reasonable best efforts to assist the Company in accordance with this Agreement, in obtaining the case of each of clauses (A), (B) Liquor License consents and (C), subject to applicable Laws, including Laws regarding approvals required for the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration satisfaction of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters condition set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement6.2(b)(iv). (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller shall use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (x) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (y) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party (including with respect to the consents set forth on Section 6.03(a) of the Disclosure Schedule, taking the actions specified thereon) that are necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d)Agreement; provided that except as otherwise expressly provided by the parties hereto understand and agree that, subject to Section 6.03(e), the reasonable best efforts of Buyer, solely for the purposes of this Agreement or any Ancillary Implementing AgreementSection 6.03, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required deemed to expend include taking all actions necessary or appropriate to avoid or eliminate each and every impediment under any money, commence any litigation Applicable Law or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances otherwise so as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate enable the consummation of the transactions contemplated by this Agreement and the Ancillary other Transaction Agreements on a timely basisto occur as soon as reasonably possible, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team including: (the “Transition Team”)i) entering into any settlement, co-chaired undertaking, consent decree, stipulation or agreement with or required by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and any Governmental Authorizations and making required filings or notices Authority in connection with the transactions contemplated hereby; (ii) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer, any of its Affiliates, any Company or one or more Companies; (iii) terminating existing relationships, contractual rights or obligations of Buyer or its Affiliates (including those of any Company); (iv) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ (including any Company’s) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Buyer or its Affiliates (including any Company) (each of the foregoing described in any of 6.03(a)(i) through (iv), a “Regulatory Concession”); (v) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or the other Transaction Agreements or which would otherwise prohibit, materially delay or materiality impair the consummation of the transactions contemplated herebyby this Agreement or the other Transaction Agreements; (vi) seeking to have lifted, and (3) coordinating and directing the efforts of the Parties vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to Shared Contracts this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby; and (vii) not taking any action (including the acquisition by it or any of its Affiliates of any interest in accordance with Section 2.2 as well as any Person that derives revenues from products, services or lines of business similar to the efforts products, services or lines of business of any Company) if such action would make it more likely that there would arise any impediments under any Applicable Law that may be asserted by any Governmental Authority to the consummation of the Parties transactions contemplated by this Agreement or the other Transaction Agreements as promptly as reasonably practicable or that could be expected to result in any delay of the Closing. (b) If requested by Buyer, the Companies shall agree to any Regulatory Concession; provided that (i) none of Seller’s Affiliates shall be required to make any Regulatory Concession and (ii) neither Seller nor any of the Companies shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. (c) Seller and Buyer agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Companies, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the assets transactions contemplated hereby as promptly as reasonably practicable and liabilities contemplated in any event within 10 Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. All fees and expenses incurred by Section 2.2Buyer or Seller or any of their Affiliates in connection with causing the expiration or termination of the applicable waiting periods under the HSR Act, including all filing fees and attorneys’ fees with respect to any filing with any Governmental Authority, shall be borne by Buyer. (d) Subject to Applicable Law relating to the sharing of information, each party hereto shall (A) furnish the other party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (1) prepared by or on behalf of such party for any Governmental Authority and affording the other party opportunity to comment and participate in responding, where appropriate; and (2) received by or on behalf of such party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and (B) coordinating communicationsuse commercially reasonable efforts to consult with and keep the other party hereto informed as to the status of such matters. Further, public relations no party hereto shall, nor shall it permit any of its representatives to, meet or engage in material conversations with any Governmental Authority or representative of such Governmental Authority in connection with obtaining any such consent, authorization, order and investor relations approval unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent not precluded by Applicable Law or regulation or exempted by this Agreement, offers the other party the opportunity to participate in such meeting or conversation. Buyer shall (i) control the strategy for obtaining any consents, waivers and approach of approvals from any Governmental Authority in connection with the Parties regarding transactions contemplated by this Agreement and (ii) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to by this Agreement and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a Governmental Authority relating to the transactions contemplated hereby by this Agreement and of all other regulatory matters incidental thereto; provided that Buyer shall consult and cooperate with Seller with respect to such strategy, positions and requested regulatory action and consider Seller’s views in accordance good faith. Seller and Buyer shall not, and shall cause their respective Affiliates not to, take, refrain from taking or cause to be taken any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of any consent, authorization, order or approval of any Governmental Authorities. In furtherance of the foregoing, neither Seller nor Buyer shall, or cause the Companies to, (x) commit to or agree with this Agreementany Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or enter into a timing agreement with any Governmental Authority or (y) pull and refile any filing made under the HSR Act prior to the End Date, in the case of each of clauses (Ax) or (y) without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. (e) Notwithstanding the foregoing or any other provision of this Agreement (including Section 6.03(a)), (B1) neither Buyer nor any of its Affiliates shall be required to take or commit to take any of the actions listed in clauses (i)–(vii) of Section 6.03(a) with respect to the Companies, Buyer or Buyer’s Affiliates to the extent that such action, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Companies, Buyer Parent and all Buyer’s Affiliates, taken as a whole (any such requirement or commitment, a “Burdensome Condition”), and (C)2) neither Seller nor the Companies shall, subject without Buyer’s prior written consent, take or commit to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration take any of the matters referred to herein and is not intended to expand the scope actions listed in clauses (i)–(vii) of or alter the substantive rights and obligations of the Parties under any other provisions of this AgreementSection 6.03(a). (cf) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities The parties understand and processes with respect agree that Buyer’s obligation to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters use its reasonable best efforts set forth in this Section 6.4(c6.03 includes taking all actions and doing all things necessary, proper or advisable under Applicable Law (including divestitures, hold separate arrangements, the termination, assignment, novation or modification of Contracts (or portions thereof) or other business relationships, the acceptance of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding restrictions on any Party or its respective Affiliates, business operations and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party entry into other commitments and limitations) to consummate the Sale Closing and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult hereby, so long as the foregoing would not result in good faith with Seller Parent prior and would not reasonably be expected to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined result in, individually or in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable noticeaggregate, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretoBurdensome Condition.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to use and to cause its Affiliates to party hereto will use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, all things necessary or desirable under Applicable Law or otherwise to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts to negotiate, prior to Closing, in good faith, the terms and conditions of the Transition Services Agreement. The parties hereto agree, and Seller, prior to the Closing, and Buyer, after the Closing, agree to cause the Company and its Subsidiaries to execute and deliver such other documents, certificates, agreements and other writings and to assist and cooperate with the take such other Parties actions as may be necessary or desirable in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) order to consummate and make effective, as promptly as practicable, or implement expeditiously the transactions contemplated by this Agreement and in accordance with the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, terms hereof. (b) In furtherance and not in limitation of the obtaining foregoing, each of all necessary actions, consents, approvals, waivers Buyer and other Approvals Seller shall make an appropriate filing of all Governmental Authorities under applicable Law (other than with respect a Notification and Report Form pursuant to Antitrust Laws, which are the subject of Section 6.3, and HSR Act with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated hereby as promptly as reasonably practicable and in any event within ten (10) Business Days after the date hereof, which is shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and, subject of to Section 6.246.06(c), shall take all other actions necessary or advisable to cause the expiration or termination of the applicable waiting period under the HSR Act as soon as practicable. Each of Buyer and Seller agree to consult and cooperate with the other party with respect to, and to permit, to the extent reasonably practicable, the other party to be present at conferences and meetings for the purpose of obtaining, clearance under the HSR Act. (c) without limiting If any objections are asserted with respect to the obligations transactions contemplated hereby under the HSR Act or other Applicable Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the Parties set forth in Section 6.3transactions contemplated hereby as violative of the HSR Act or other Applicable Law, each of Buyer and Seller shall use its reasonable best efforts to promptly resolve such objections and/or avoid the defending entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement; provided that none of Seller nor any Actionof its Affiliates shall have any obligation to hold separate or divest any property or assets of Seller or any of its Affiliates or to defend against any lawsuit, whether action or proceeding, judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in transactions contemplated hereby. In furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreementforegoing, Buyer shall, and shall cause its subsidiaries and Affiliates to, take all action, including Section 6.3, none agreeing to hold separate or to divest any of Seller Parent, Purchaser Parent the businesses or properties or assets of Buyer or any of their respective its Affiliates shall and to terminate any existing relationships and contractual rights and obligations, as may be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwisei) in connection with by the foregoing (other than filing and other fees owed to any applicable Governmental Authority in connection with order to resolve any Filings objections that such Governmental Authority may have to be made with such transactions under the HSR Act or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested (ii) by any court or other tribunal, in any action or proceeding brought by a private party or Governmental Authority whose Approval is sought in connection with the challenging such transactions contemplated hereby. (b) Without limiting and in furtherance as violative of the provisions of Section 6.4(a)HSR Act, and in order to facilitate avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements on a timely basisAgreement; provided, promptly following the date hereof Seller Parent and Purchaser Parent however, in no event shall organize a transition team (the “Transition Team”)Buyer or any of its Affiliates be required to, co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parentor required to agree to, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject to the terms of this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings hold separate or notices divest any businesses or properties or assets in connection with the consummation of the transactions contemplated hereby, or terminate any existing relationships and (3) coordinating contractual rights and directing the efforts obligations, that have generated in excess of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts $50,000,000 of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreementrevenues, in the case of each of clauses aggregate, during the twelve (A), (B12) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the month period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect theretodate hereof.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)Agreement, each of the Parties agrees to Buyer and Parent shall use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and make effective, filing as promptly as practicablepracticable with any Governmental Authority all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents required in connection with the consummation of the transactions contemplated by this Agreement, (ii) supplying as promptly as practicable any additional information and documentary material that may be requested from any Governmental Authority in connection with this Agreement or the transactions contemplated by this Agreement and (iii) obtaining and maintaining all approvals, consents, waivers, permits, authorizations, orders and other confirmations required to be obtained from any Governmental Authority that are necessary, proper or advisable to consummate the Ancillary Agreementstransactions contemplated by this Agreement. Buyer shall not take or cause to be taken any action that it is aware or should reasonably be aware would have the effect of delaying, including: (a) impairing or impeding the satisfaction receipt of any approval, consent, waiver, permit, authorization, order or confirmation of any Governmental Authority referred to in the preceding sentence. Without limiting the generality of the conditions precedent foregoing, Buyer shall not, and shall cause its controlled Affiliates not to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the obligations assets of or equity in, or by any other manner), any Person or portion thereof, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any approval, consent, waiver, permit, authorization, order or other confirmation of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Partiestransactions contemplated by this Agreement, or (C) materially delay the consummation of the transactions contemplated by this Agreement. (b) the obtaining of all necessary actions, consents, approvals, waivers In furtherance and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject not in limitation of Section 6.35.02(a), each of Buyer and Parent shall make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Purchaser Parent Shareholder Approvaltransactions contemplated hereby as promptly as practicable and in any event within ten Business Days of the date hereof, which is and (ii) an appropriate filing pursuant to the subject Canadian Competition Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 15 Business Days of Section 6.24)the date thereof, and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or the Canadian Competition Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and the Canadian Competition Act as soon as practicable. (c) without Without limiting the obligations generality of Section 5.02(a), Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or desirable to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority with respect to the Parties set forth in Section 6.3transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously after the date hereof, including (i) the defending defense through litigation on the merits of any Actionclaim asserted in any court, whether judicial agency or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of other proceeding by any Governmental Authorizations (including Environmental Permits) that constitute Purchased AssetsAuthority seeking to, and the appeal of, and posting of a bond required by, any injunction or other order, decree, decision, determination or judgment that would, delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions and (ii) proposing, negotiating, committing to, effecting of all registrationsor entering into any settlement, filings and transfers undertaking, consent decree, stipulation or agreement with any Governmental Authority to (A) sell, lease, license, divest or otherwise hold separate (including by establishing a trust or otherwise), the businesses, assets or properties of any licenses, permits, certificates Acquired Company or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent Buyer or any Retained Subsidiary of its controlled Affiliates, in each case after the Closing, (B) terminate, modify or extend any existing relationships or contractual rights and obligations of any Acquired Company or Buyer or any of its controlled Affiliates, in each case after the Closing, (eC) establish or create relationships and contractual rights and obligations of any Acquired Company or Buyer or any of its controlled Affiliates, in each case after the executing, acknowledging and delivering of such documents and instruments and the taking of such Closing or (D) make any other actions as may reasonably be requested by the other Party in furtherance change to or restructuring of the matters described Acquired Companies after the Closing, in the foregoing each case of clauses (aA) through (d); provided that except D) as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall may be required in order to expend obtain any moneyapproval, commence any litigation consent, waiver, permit, authorization, order or offer or grant any accommodation (financial or otherwise) in connection with the foregoing (other than filing and other fees owed to confirmation of any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and by this Agreement or avoid the entry of, or to effect the dissolution of, any injunction, order, decree, decision, determination or judgment in furtherance any action, suit or proceeding which would otherwise have the effect of the provisions of Section 6.4(a), and in order to facilitate materially delaying or preventing the consummation of the transactions contemplated by this Agreement under Applicable Law. Buyer shall be responsible for all filing fees and the Ancillary Agreements on a timely basispayments to any Governmental Authority in order to obtain any approvals, promptly following the date hereof Seller Parent and Purchaser Parent shall organize a transition team consents, waivers, permits, orders or other confirmations pursuant to this Section 5.02. (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (Ad) coordinating and directing the efforts of the Parties with respect to (1) the administration and coordination of the Ancillary Agreements following the Closing, (2) subject Notwithstanding anything to the terms of contrary in this Agreement, including Buyer and Parent shall not be required to commit to or effect any action contemplated by this Section 2.2, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making required filings or notices in connection with 5.02 that is not conditioned upon the consummation of the transactions contemplated hereby, and (3) coordinating and directing the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (de) Purchaser Each of Buyer and Parent shall consult shall, to the extent permitted by Applicable Law, (i) (A) promptly inform the other upon its receipt of any material communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement, and (B) (x) in the case of such a communication that is written, provide the other with a copy of any such communication or (y) in the case of such a communication that is oral, notify the other of the substance of such communication, (ii) not participate in any meeting or engage in any material substantive conversation with any Governmental Authority without first giving the other (A) reasonable prior notice of the meeting or conversation and (B) unless prohibited by such Governmental Authority, the opportunity to attend or participate in such meeting or conversation, and (iii) provide the other with a reasonable advance opportunity to discuss, review and comment upon, and consider in good faith the views of the other in connection with, all proposed filings and communications with Seller any Governmental Authority regarding the transactions contemplated by this Agreement; provided that, with respect to clauses (i)(B) and (iii), valuation, privileged and/or confidential information may be redacted. (f) Each of Buyer and Parent prior may, as it deems advisable and necessary, designate any competitively sensitive materials provided to the Closing regarding (i) other under this Section 5.02 as “outside counsel only”, and any such materials so designated and the identity information contained therein shall be given only to outside counsel of the initial direct reports receiving party and will not be disclosed by such outside counsel to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement)employees, including any updates to any draft Business Plan previously providedofficers, to be adopted by Purchaser as or directors of the Closing. If, as part receiving party without the advance written consent of the Person providing such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers materials. (g) Each of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers Buyer agree to, and Parent, prior to the Closing, and Buyer, after the Chief Executive Officer Closing, agree to cause each Acquired Company to, execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement, including, without limitation, such documents reasonably requested by Buyer’s title company in connection with the conveyance of Purchaser Parent shall make any real property pursuant to the final determination with respect theretoterms of this Agreement.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth herein, except as otherwise provided in of this Agreement or any Ancillary Agreement (and subject to Section 6.3)applicable law, each of the Parties agrees to parties shall act in good faith and use and to cause its Affiliates to use its reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions, and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24) to consummate and make effective, as promptly as practicable, effective the transactions contemplated by this Agreement as soon as practicable. Without limiting the foregoing, the parties shall, and shall cause their respective Subsidiaries, and use reasonable best efforts to cause their (and their respective Subsidiaries') directors, officers, employees, agents, attorneys, accountants and representatives, to (i) consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule 14D-9, the preliminary Proxy Statement and the Ancillary Agreements, including: (a) the satisfaction of the conditions precedent to the obligations of any of the Parties, (b) the obtaining of Proxy Statement and all necessary actions, amendments or supplements thereto; (ii) obtain all consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Lawswaivers, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties set forth in Section 6.3, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder, (d) the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and the effecting of all registrations, filings and transfers of any licenses, permits, certificates authorizations, registrations, qualifications or other authorizations permissions or approvals which constitute Excluded Assets to be transferred to Seller Parent actions by, and give all necessary notices to, and make all filings with and applications and submissions to, any Governmental Entity or any Retained Subsidiary and (e) the executing, acknowledging and delivering of such documents and instruments and the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreement, including Section 6.3, none of Seller Parent, Purchaser Parent or any of their respective Affiliates shall be required to expend any money, commence any litigation or offer or grant any accommodation (financial or otherwise) Person necessary in connection with the foregoing (other than filing and other fees owed to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting and in furtherance of the provisions of Section 6.4(a), and in order to facilitate the consummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, its Subsidiaries and the Ancillary Agreements on a timely basisits officers, promptly following the date hereof Seller Parent directors, employees, partners and Purchaser Parent shall organize a transition team (the “Transition Team”), co-chaired by a representative of Seller Parent and by a representative of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating and directing the efforts affiliates as may be necessary or reasonably requested in connection with any of the Parties foregoing; (iv) avoid the entry of, or have vacated or terminated, any injunction, decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by any Person; and (v) take any and all reasonable steps necessary to avoid or eliminate every impediment under any antitrust, competition, or trade regulation law that is asserted by any Governmental Entity with respect to (1) the administration and coordination Offer or the Merger so as to enable the consummation of the Ancillary Agreements following Offer and the ClosingMerger to occur as expeditiously as possible; provided, (2) subject however, that notwithstanding anything to the terms of contrary in this Agreement, including Section 2.2, Section 6.3 and Section 6.4(a)5.4, the process for seeking applicable third party consentsParent and the Purchaser shall not be required to consent to any limitations on their ownership or operation of all or a material portion of the Company's business or assets, Approvals, and or to dispose of or hold separate any material portion of the business or assets of the Parent or the Company. Prior to making any application to or filing with a Governmental Authorizations and making required filings Entity or notices other entity in connection with this Agreement (other than filing under the consummation HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts. (b) The Company and the Parent shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, and (3) coordinating and directing including promptly furnishing the efforts other with copies of notices or other communications received by the Parties with respect to Shared Contracts in accordance with Section 2.2 as well Parent or the Company, as the efforts case may be, or by any of the Parties their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.

Reasonable Best Efforts; Further Assurances. (a) Under Subject to the terms and subject to the conditions set forth hereinof this Agreement, except as otherwise provided in this Agreement or any Ancillary Agreement (Buyer and subject to Section 6.3), each of the Parties agrees to Seller shall use and to cause its Affiliates to use its their reasonable best efforts before andto take, as may be applicable, after the Closing Date, until the earlier to occur of (i) thirty-six (36) months following the Closing Date and (ii) the completion of a Listing Transaction (as defined in the Purchaser Shareholders Agreement), to take or cause to be taken taken, all actionactions and to do, to do or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper necessary or advisable desirable under applicable Laws and Orders to promptly satisfy the conditions to the Closing and to promptly consummate the Contemplated Transactions, including the obtaining of the approvals of the Insurance Regulators of the jurisdictions where such approval is required (other than with respect including without limitation Massachusetts) and to Antitrust Laws, which are seek an Approved Dividend that is equal in amount to and includes the subject of Section 6.3assets comprised in the Target Dividend and Seller and Buyer shall, and with respect shall cause their respective Affiliates to, execute and deliver such other documents, certificates, agreements and other writings and to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24take such other actions (such as obtaining consents from third parties) as may be necessary or desirable in order to consummate and make effectiveor implement expeditiously the Contemplated Transactions, as promptly as practicable, including the transactions contemplated by this Agreement the Restructuring Agreement. This obligation shall include, in the case of Buyer, (i) agreeing to continue to perform on an annual basis those closed block procedures currently being performed by the Company and required by the Ancillary AgreementsDOI and (ii) if requested by any other Insurance Regulator, including: (a) the satisfaction of the conditions precedent and subject to the obligations of any of the Parties, (b) the obtaining of all necessary actions, consents, approvals, waivers and other Approvals of all Governmental Authorities under applicable Law (other than with respect to Antitrust Laws, which are the subject of Section 6.3, and with respect to the Purchaser Parent Shareholder Approval, which is the subject of Section 6.24), (c) without limiting the obligations of the Parties limitations set forth in Section 6.3the following sentence, the defending of any Action, whether judicial or administrative, challenging this Agreement or the performance as a condition to approval by such Insurance Regulator of the obligations hereunderContemplated Transactions, (d) funding, or causing one of its Affiliates to fund, certain assets in trust to support the effecting of all registrations, filings and transfers of Governmental Authorizations (including Environmental Permits) that constitute Purchased Assets, and Company’s liabilities to policyholders resident in the effecting of all registrations, filings and transfers of any licenses, permits, certificates or other authorizations or approvals which constitute Excluded Assets to be transferred to Seller Parent or any Retained Subsidiary and (e) the executing, acknowledging and delivering jurisdiction of such documents and instruments and Insurance Regulator. Notwithstanding anything to the taking of such other actions as may reasonably be requested by the other Party in furtherance of the matters described in the foregoing clauses (a) through (d); provided that except as otherwise expressly provided by this Agreement or any Ancillary Implementing Agreementcontrary contained herein, including Section 6.3, none of neither Buyer nor Seller Parent, Purchaser Parent or nor any of their respective Affiliates shall be required to expend take or commit or agree to take, or to refrain from taking or commit or agree to refrain from taking, any moneyaction in connection with satisfying the conditions to the Closing that would, commence any litigation individually or offer or grant any accommodation (financial or otherwise) in the aggregate, reasonably be expected to materially impair the net benefits such party reasonably expects to obtain in connection with the foregoing Contemplated Transactions, including the transactions contemplated in the Accident and Health Coinsurance Agreement, or, in the case of the New York Accident and Health Coinsurance Agreement, result in any non-immaterial adverse effect (other than filing and other fees owed with respect to any Governmental Authority in connection with any Filings to be made with or Approvals to be obtained from Governmental Authorities, for which Purchaser shall be responsible and shall reimburse Seller Parent the net Liabilities being transferred) on such party and its Affiliates). Purchaser agrees to provide such reasonable security and assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any Governmental Authority whose Approval is sought in connection with the transactions contemplated hereby. (b) Without limiting In furtherance and not in furtherance limitation of the provisions foregoing, each of Section 6.4(aBuyer and Seller shall (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (if applicable), of a Form A with the DOI (in the case of Buyer, with the prior review of Seller, including good faith consideration of any comments from Seller) and of such other filings and documents as are required by the DOI and other state Insurance Regulators in order to facilitate connection with the consummation of the Contemplated Transactions (including, for the avoidance of doubt, the consummation of the transactions contemplated by this the Accident and Health Coinsurance Agreement, the New York Accident and Health Coinsurance Agreement, the Accident and Health Administrative Services Agreement and the Ancillary Agreements on a timely basis, New York Accident and Health Administrative Services Agreement) as promptly following as practicable and in any event within ten Business Days after the date hereof Seller Parent hereof, (ii) supply as promptly as practicable any additional information and Purchaser Parent shall organize a transition team documentary material that may be requested pursuant to the HSR Act or by any Insurance Regulator, and (the “Transition Team”iii) subject to Section 7.01(a), co-chaired by a representative take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; it being understood that, subject to Section 8.05 hereof, Buyer and Seller Parent and by a representative shall each pay 50% of Purchaser Parent and including equal representation of Seller Parent and Purchaser Parent, which Transition Team shall, following the Closing, have responsibility for (A) coordinating the filing and directing other fees (other than attorney’s fees) relating to the efforts Notification and Report Form pursuant to the HSR Act, and (B) the filing and other fees (other than attorney’s fees) relating to the submission and review of the Parties with respect to (1) the administration Form A and coordination of the Ancillary Agreements following the Closing, (2) subject any other filings and documents to the terms of this AgreementDOI, including Section 2.2any Insurance Regulator or any other Governmental Entity. Notwithstanding anything to the contrary contained herein, Section 6.3 and Section 6.4(a), the process for seeking applicable third party consents, Approvals, and Governmental Authorizations and making Buyer shall not be required filings to make any payments or notices incur any liability or make any capital contribution in connection with the consummation of the transactions contemplated hereby, and (3) coordinating and directing by the efforts of the Parties with respect to Shared Contracts in accordance with Section 2.2 as well as the efforts of the Parties with respect to the assets and liabilities contemplated by Section 2.2, (B) coordinating communications, public relations and investor relations strategy and approach of the Parties regarding this Agreement and the transactions contemplated hereby in accordance with this Agreement, and (C) overseeing other business and operational matters relating to this Agreement and the transactions contemplated hereby in accordance with this Agreement, in the case of each of clauses (A), (B) and (C), subject to applicable Laws, including Laws regarding the exchange of information and Antitrust Laws, and the other provisions of this Agreement, including those regarding access and cooperation (it being understood that this Section 6.4(b) is intended to facilitate the administration of the matters referred to herein and is not intended to expand the scope of or alter the substantive rights and obligations of the Parties under any other provisions of this Agreement). (c) Purchaser Parent shall develop, in consultation with Seller Parent, a detailed written transition plan (the “Transition Plan”) which shall set forth integration planning goals, activities and processes with respect to the period from the date hereof through the Closing Date and the transition activities to be implemented after the Closing Date. The Transition Plan shall also include reasonably detailed plans in respect of the matters set forth in Section 6.4(c) of the Purchaser Parent Disclosure Letter. The Parties acknowledge and agree that the Transition Plan shall be prepared for convenience and informational purposes only, shall not be binding on any Party or its respective Affiliates, and the taking of, or failure to take, any action set forth in the Transition Plan shall in no event be a condition to the obligations of either Party to consummate the Sale and the other transactions contemplated by this Restructuring Agreement. (d) Purchaser Parent shall consult in good faith with Seller Parent prior to the Closing regarding (i) the identity of the initial direct reports to the Chief Executive Officer and to the Chief Financial Officer of Purchaser and (ii) the initial Business Plan (as defined in the Purchaser Shareholders Agreement), including any updates to any draft Business Plan previously provided, to be adopted by Purchaser as of the Closing. If, as part of such consultation, Seller Parent wishes to escalate any matter regarding the foregoing matters, it shall be entitled to convene, on reasonable notice, a meeting between the Chief Executive Officers of Seller Parent and Purchaser Parent to discuss such matters. In the event any disagreements regarding the foregoing matters cannot be resolved by such Chief Executive Officers prior to the Closing, the Chief Executive Officer of Purchaser Parent shall make the final determination with respect thereto.