Common use of Reasonable Best Efforts; No Inconsistent Action Clause in Contracts

Reasonable Best Efforts; No Inconsistent Action. (a) Subject to the terms and conditions hereof, ITTI and Purchaser agree to 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, proper or advisable (i) to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each party's 54 47 obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 7.1(b) to the extent set forth therein and (ii) to obtain all other Consents listed on Schedule 4.4 (it being understood that the failure to obtain any such Consents shall not cause the condition set forth in Section 7.3(b) to be deemed not to be satisfied). Each of ITTI and Purchaser agree that (i) no contact will be initiated with, or consent sought from, any Governmental Authority prior to the Closing Date without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed and (ii) each party will be given notice of and a reasonable opportunity to participate in contacts, whether telephonically or in person, with (x) Governmental Authorities regarding antitrust or merger control matters and (y) OEM customers regarding the transactions contemplated by this Agreement (to the extent ITTI participates in such contacts). ITTI and Purchaser shall cooperate fully with each other to the extent reasonable in connection with the foregoing. (b) Purchaser and ITTI shall timely and promptly make all filings which may be required for the satisfaction of the condition set forth in Section 7.1(a) by each of them in connection with the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of ITTI and Purchaser agree to use their best efforts to file Notification and Report Forms under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and similar applications with any other applicable Governmental Authority whose approval is required in connection with the consummation of the Purchase as promptly as practicable following the date of this 55 48 Agreement and in any event no later than 30 days following the date of this Agreement. Purchaser and ITTI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for the Closing (including through compliance with the HSR Act and any applicable foreign governmental reporting requirements), to respond to any governmental requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Each party shall furnish to each other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority referred to in Section 7.1(b) (it being agreed that any such information is subject to Section 6.11). Each party shall provide the other party the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Without in any way limiting the foregoing, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under 56 49 or relating to the HSR Act or any other federal, state or foreign merger control, antitrust or fair trade law. (c) Each of Purchaser and ITTI shall notify and keep the other advised as to (i) any material communication from the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby, (ii) any litigation or administrative proceeding pending and known to such party, or to its knowledge threatened, which challenges the transactions contemplated hereby and (iii) any event or circumstance which, to its best knowledge, would constitute a breach of its respective representations and warranties in this Agreement; provided, however, that the failure of ITTI or Purchaser to comply with this Section 6.3(c) shall not subject ITTI or Purchaser to any liability hereunder in respect of any claim asserted after the relevant expiration date for the relevant representation or warranty; and provided, further, that Purchaser may not separately recover pursuant to Article IX or otherwise for both a breach of this Section 6.3(c) and any related breach of the relevant representation or warranty. Subject to the provisions of Article X hereof, ITTI and Purchaser shall not take any action inconsistent with their obligations under this Agreement or, without prejudice to Purchaser's rights under this Agreement, which would materially hinder or delay the consummation of the transactions contemplated by this Agreement. 57 50

Reasonable Best Efforts; No Inconsistent Action. (a) Subject to the terms and conditions hereof, ITTI and Purchaser agree to 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, proper or advisable (i) to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each party's 54 47 obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 7.1(b) to the extent set forth therein and (ii) to obtain all other Consents listed on Schedule 4.4 (it being understood that the failure to obtain any such Consents shall not cause the condition set forth in Section 7.3(b) to be deemed not to be satisfied). Each of ITTI and Purchaser agree that (i) no contact will be initiated with, or consent sought from, any Governmental Authority prior to the Closing Date without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed and (ii) each party will be given notice of and a reasonable opportunity to participate in contacts, whether telephonically or in person, with (x) Governmental Authorities regarding antitrust or merger control matters and (y) OEM customers regarding the transactions contemplated by this Agreement (to the extent ITTI participates in such contacts). ITTI and Purchaser shall cooperate fully with each other to the extent reasonable in connection with the foregoing. (b) Purchaser and ITTI shall timely and promptly make all filings which may be required for the satisfaction of the condition set forth in Section 7.1(a) by each of them in connection with the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of ITTI and Purchaser agree to use their best efforts to file Notification and Report Forms under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act") and similar applications with any other applicable Governmental Authority whose approval is required in connection with the consummation of the Purchase as promptly as practicable following the date of this 55 48 Agreement and in any event no later than 30 days following the date of this Agreement. Purchaser and ITTI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required for the Closing (including through compliance with the HSR Act and any applicable foreign governmental reporting requirements), to respond to any governmental requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Each party shall furnish to each other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority referred to in Section 7.1(b) (it being agreed that any such information is subject to Section 6.11). Each party shall provide the other party the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Without in any way limiting the foregoing, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under 56 49 or relating to the HSR Act or any other federal, state or foreign merger control, antitrust or fair trade law. (c) Each of Purchaser and ITTI shall notify and keep the other advised as to (i) any material communication from the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby, (ii) any litigation or administrative proceeding pending and known to such party, or to its knowledge threatened, which challenges the transactions contemplated hereby and (iii) any event or circumstance which, to its best knowledge, would constitute a breach of its respective representations and warranties in this Agreement; provided, however, that the failure of ITTI or Purchaser to comply with this Section 6.3(c) shall not subject ITTI or Purchaser to any liability hereunder in respect of any claim asserted after the relevant expiration date for the relevant representation or warranty; and provided, further, that Purchaser may not separately recover pursuant to Article IX or otherwise for both a breach of this Section 6.3(c) and any related breach of the relevant representation or warranty. Subject to the provisions of Article X hereof, ITTI and Purchaser shall not take any action inconsistent with their obligations under this Agreement or, without prejudice to Purchaser's rights under this Agreement, which would materially hinder or delay the consummation of the transactions contemplated by this Agreement. 57 5057

Reasonable Best Efforts; No Inconsistent Action. (a) Subject to Section 6.3(b) and the terms and conditions hereof, ITTI Seller and the Other Sellers and Purchaser and its Designees agree to use their reasonable best efforts to take, or cause to be taken, take all actions and to do, or cause to be done, all things necessary, proper or advisable (i) in connection with the transactions contemplated hereby and to consummate and make effective the transactions contemplated by this Agreement the Transaction Documents and to cause the conditions to each party's 54 47 ’s obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications and orders actions necessary to obtain (each a "Consent"i) of any all Governmental Authority Consents required for the satisfaction of the conditions set forth in Section 7.1(b) to the extent set forth therein ), and (ii) to obtain all other Consents listed on Schedule 4.4 (it being understood that no party hereto shall be required to expend any material sum of money or agree to any material restrictions on the failure operation of its business in order to obtain any such Consents shall not cause the condition set forth except as otherwise specified in Section 7.3(b2.4) to be deemed not to be satisfied)necessary or appropriate in connection with the consummation of the transactions contemplated by the Transaction Documents. Each of ITTI Seller and the Other Sellers and Purchaser and its Designees agree that (i) no contact will be initiated with, or consent sought from, any Governmental Authority (other than in respect to compliance with applicable Antitrust Regulations) prior to the Closing Date without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed delayed, and (ii) each party will be given prior notice of and a reasonable opportunity to participate in contacts, whether telephonically or in person, consult with (x) the other party regarding contacts with Governmental Authorities regarding antitrust or merger control matters and (y) OEM customers regarding the transactions contemplated by this Agreement (to the extent ITTI participates in such contacts)matters. ITTI and Purchaser The parties hereto shall cooperate fully with each other to the extent reasonable necessary in connection with the foregoing. (b) Purchaser and ITTI Seller shall timely and promptly make all filings which may be required for the satisfaction of the condition set forth in Section 7.1(a7.1(b) by each of them in connection with the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of ITTI Seller and Purchaser agree to use their best efforts to shall file Notification and Report Forms under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”) and similar applications with or any other applicable Governmental Authority whose approval is required similar filings under Antitrust Regulations in connection with the consummation of United States, any state thereof, any foreign country or the Purchase European Union as promptly as practicable following the date of this 55 48 Agreement and in any event no later than 30 days following the date of this Agreement. In addition, Purchaser and ITTI Seller agree, and shall cause each of their respective Subsidiariesthe Other Sellers and Designees, as applicable, to cooperate and to use their respective reasonable best efforts to take all actions necessary to: obtain any government clearances Consents required for the Closing (including through compliance with the HSR Act and any applicable foreign governmental reporting requirementsreports, applications or notifications required by the Antitrust Regulations), to respond to any governmental requests for informationinformation from any Governmental Authority, and to contest and resist avoid and/or overcome any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits prohibits, or could restrict, prevent or prohibit, the consummation of the transactions contemplated by this Agreement; provided, however, that in no event shall Seller or any Other Seller be required or expected to retain any of the Purchased Assets (including by vigorously pursuing all available avenues assets that would be Purchased Assets but for any inability to receive a Consent) in order to comply with its obligations in respect of administrative and judicial appeal and all available legislative actionthe foregoing. Each party shall furnish to each the other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority referred to in Section 7.1(b) (it being agreed that Authority. Except as prohibited or restricted by Law or any such information is subject to Section 6.11). Each Antitrust Regulations, each party or its attorneys shall provide the other party or its attorneys the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement Agreement, the Transaction Documents or the transactions contemplated herebyhereby or thereby; provided, however, that to the extent it becomes necessary for each party to receive a copy of the other party’s HSR Act filing, each party’s HSR Act filing would only be provided to counsel for the other party (but not to such other party itself, unless expressly agreed to in writing by the parties), pursuant to a mutually-agreeable confidentiality and joint defense agreement. Without in any way limiting the foregoing, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under 56 49 or relating to the HSR Act or any other federal, state or foreign merger control, antitrust or fair trade lawAntitrust Regulation. (c) Each of Purchaser and ITTI Seller shall notify and keep the other advised as to (i) any material communication from the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby, and (ii) any litigation or administrative proceeding Proceeding pending and known to such party, or to its knowledge threatened, which challenges challenges, or would challenge, the transactions contemplated hereby and (iii) any event or circumstance which, to its best knowledge, would constitute a breach of its respective representations and warranties in this Agreement; provided, however, that the failure of ITTI or Purchaser to comply with this Section 6.3(c) shall not subject ITTI or Purchaser to any liability hereunder in respect of any claim asserted after the relevant expiration date for the relevant representation or warranty; and provided, further, that Purchaser may not separately recover pursuant to Article IX or otherwise for both a breach of this Section 6.3(c) and any related breach of the relevant representation or warrantyhereby. Subject to the provisions of Article X hereof, ITTI Seller and Purchaser shall not, and shall each cause its respective Subsidiaries not to, take any action inconsistent with their obligations under this Agreement orAgreement. (d) If any “moratorium”, without prejudice “control share”, “fair price” or other similar anti-takeover Law of any applicable jurisdiction shall become applicable to Purchaser's rights under this Agreement, which would materially hinder or delay the consummation of the transactions contemplated by this Agreement. 57 50, Seller, the Other Sellers, Purchaser and the members of each of their respective boards of directors or other governing bodies shall grant those approvals and take those actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby, and otherwise act to eliminate or minimize the effects of any such Law on the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser or any of its Designees be required to propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any material portion of the current assets or businesses of Purchaser or its Designees or any material portion of the Purchased Assets or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that materially limits its freedom of action, ownership or control with respect to, or materially limits its ability to retain or hold, any businesses, assets, properties or services of Purchaser or its Designees in order to avoid the entry of, or to effect the dissolution of, any injunction or restraining order in any suit or proceeding by a Governmental Authority challenging the transactions contemplated by this Agreement as violative of any applicable antitrust or competition Law or to remove or resolve any objection by any Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Law that may otherwise adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement in an expeditious manner.

Reasonable Best Efforts; No Inconsistent Action. (a) Subject to the terms and conditions hereof, ITTI Purchaser and Purchaser agree to Seller shall cooperate and use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each partyother's 54 47 obligation to close the transactions contemplated hereby as set forth in Article VII Section 8 to be satisfied. In addition, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications each of Purchaser and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 7.1(b) to the extent set forth therein and (ii) to obtain all other Consents listed on Schedule 4.4 (it being understood that the failure to obtain any such Consents shall not cause the condition set forth in Section 7.3(b) to be deemed not to be satisfied). Each of ITTI and Purchaser agree that (i) no contact will be initiated with, or consent sought from, any Governmental Authority prior to the Closing Date without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed and (ii) each party Seller will be given notice of and a reasonable opportunity to participate in contacts, whether telephonically or in person, contacts with (x) any Governmental Authorities Entity regarding antitrust or merger control matters matters. Purchaser and (y) OEM customers regarding the transactions contemplated by this Agreement (to the extent ITTI participates in such contacts). ITTI and Purchaser Seller shall cooperate fully with each other to the extent reasonable in connection with the foregoing. (b) Purchaser and ITTI shall timely and promptly make all filings which may be required for the satisfaction of the condition set forth in Section 7.1(a) by each of them in connection with the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of ITTI Purchaser and Purchaser agree to Seller shall use their reasonable best efforts to file Notification and Report Forms under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amended (the "HSR Act") and similar applications with any other applicable Governmental Authority Entity whose approval Approval is required in connection with the consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable following the date of this 55 48 Agreement hereof and in any event no later than 30 10 days following the date of this Agreementhereof. Purchaser and ITTI agree, and Seller shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable best efforts to obtain any government clearances Approvals required for the Closing (including through compliance with the HSR Act and any applicable foreign governmental reporting requirements), to respond to any governmental requests for informationinformation from a Governmental Entity, and to contest and resist any action, including any legislative, administrative or judicial action, Action and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement. To the extent permitted by applicable Law, including by vigorously pursuing all available avenues of administrative Purchaser and judicial appeal and all available legislative action. Each party shall furnish to each other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority referred to in Section 7.1(b) (it being agreed that any such information is subject to Section 6.11). Each party Seller shall provide the other party the opportunity to make copies of all material correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental AuthorityEntity, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Without , except for documents filed pursuant to Item 4(c) of the Xxxx-Xxxxx-Xxxxxx Notification and Report Form or communications regarding the same or documents or information submitted in response to any way limiting the foregoing, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made request for additional information or submitted by or on behalf of any party hereto in connection with proceedings under 56 49 or relating documents pursuant to the HSR Act which reveal Seller's or any other federal, state Purchaser's negotiating objectives or foreign merger control, antitrust strategies or fair trade lawpurchase price expectations. Purchaser and Seller acknowledge that all such information provided pursuant to the foregoing sentence shall be subject to the terms of the Confidentiality Agreement. (c) Each of Purchaser and ITTI Seller shall notify and keep the other advised as to (i) any material communication from the Department, the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority Entity regarding any of the transactions contemplated hereby, hereby and (ii) any litigation or administrative proceeding Action pending and known to such partyparty or, or to its knowledge knowledge, threatened, which challenges the transactions contemplated hereby hereby. Purchaser and (iii) any event or circumstance which, to its best knowledge, would constitute a breach of its respective representations and warranties in this Agreement; provided, however, that the failure of ITTI or Purchaser to comply with this Section 6.3(c) shall not subject ITTI or Purchaser to any liability hereunder in respect of any claim asserted after the relevant expiration date for the relevant representation or warranty; and provided, further, that Purchaser may not separately recover pursuant to Article IX or otherwise for both a breach of this Section 6.3(c) and any related breach of the relevant representation or warranty. Subject to the provisions of Article X hereof, ITTI and Purchaser Seller shall not take any action inconsistent with their obligations under this Agreement or, without prejudice to Purchaser's rights under this Agreement, which would materially hinder or delay the consummation of the transactions contemplated by this Agreement. 57 50.

Reasonable Best Efforts; No Inconsistent Action. (a) Subject to the terms and conditions hereof, ITTI ITT and Purchaser agree to 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, proper or advisable (i) to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each party's 54 47 obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 7.1(b) to the extent set forth therein and therein, (ii) to obtain all other Consents listed on Schedule 4.4 (it being understood that the failure to obtain any such Consents shall not cause the condition set forth in Section 7.3(b) to be deemed not to be satisfied)) and (iii) obtain landlord consents necessary to transfer the leases identified in Schedule 6.3(a)(iii) to the FHS Companies that are currently occupying the Leased Real Property that is subject to such leases. Each of ITTI ITT and Purchaser agree that that, except as otherwise required by law, (ia) no contact will be initiated with, or consent sought from, any Governmental Authority (other than in respect of antitrust, competition or merger control approval) prior to the Closing Date without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed delayed, and (iib) each party will be given notice of and a reasonable opportunity to participate in contacts, whether telephonically or in person, contacts with (x) Governmental Authorities regarding antitrust antitrust, competition or merger control matters and (y) OEM customers regarding the transactions contemplated by this Agreement (to the extent ITTI participates in such contacts)matters. ITTI ITT and Purchaser shall cooperate fully with each other to the extent reasonable in connection with the foregoing. Notwithstanding anything to the contrary herein, each of ITT and Purchaser agree that with respect to any third-party authorizations, approvals, consents or waivers that are required in connection with the transactions contemplated by this Agreement that the parties shall use their reasonable best efforts, and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that neither ITT nor any of its Affiliates shall be required to pay any consideration therefor or waive any rights in connection therewith. (b) Purchaser and ITTI ITT shall timely and promptly make all filings which that may be required for the satisfaction of the condition set forth in Section 7.1(a7.1(b) by each of them in connection with the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of ITTI ITT and Purchaser agree to use their reasonable best efforts to file Notification and Report Forms under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act", if required or advisable the appropriate filings pursuant to the Competition Act (Canada) and similar applications with any other applicable Governmental Authority whose approval is required in connection with the consummation of the Purchase as promptly as practicable following the date of this 55 48 Agreement and in any event no later than 30 days following the date of this Agreement. Purchaser and ITTI ITT agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or negative clearances required for the Closing (including through compliance with the review process under the HSR Act and any applicable foreign governmental reporting requirements), to respond to to, and comply with, any governmental requests for information; provided, however, that Purchaser shall not be required by anything contained in this Agreement to sell or otherwise dispose of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets, or businesses of Purchaser or any of its Affiliates (including the Business) or withdraw from doing business in a particular jurisdiction (it being understood that ITT shall have no obligation whatsoever to retain, sell or otherwise dispose of, any portion of the Business in order to satisfy its obligations under this Section 6.3). (c) Purchaser and ITT each agree that if either receives a request for information or documentary material from any such Governmental Authority with respect to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including by vigorously pursuing all available avenues then such party will, and will cause each of administrative its Affiliates to, use its reasonable best efforts to make, or cause to be made, as soon as practicable and judicial appeal and all available legislative actionafter prompt consultation with the other party, an appropriate response in compliance with such request. Each party shall furnish to each other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority referred to in Section 7.1(b) (it being agreed that any such information is subject to Section 6.11Sections 6.2(b) and 6.9). Each party shall, subject to applicable law, permit counsel for the other party to review in advance any proposed written communication to, and promptly inform the other party of any communication with, any Governmental Authority challenging the consummation, lawfulness or enforceability of the of transactions contemplated by this Agreement. Each of the parties agrees to offer the other Party the opportunity to participate in all telephonic calls and all meetings with a Governmental Authority in which these matters are discussed. Each party shall provide the other party the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Without in any way limiting the foregoing, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under 56 49 or relating to the HSR Act or any other federal, state or foreign foreign, antitrust, competition, or merger control, antitrust or fair trade control law. (cd) Each of Purchaser and ITTI ITT shall notify and keep the other advised as to (i) any material communication from the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby, (ii) any litigation or administrative proceeding pending and known to such party, or to its knowledge threatened, which challenges the transactions contemplated hereby and (iii) any event or circumstance which, to its best knowledge, would constitute a breach of its respective representations and warranties in this AgreementAgreement that would result in the failure to satisfy the condition in Section 7.3(a) or Section 7.2(a), as applicable; provided, however, that the failure of ITTI ITT or Purchaser to comply with this Section 6.3(c6.3(d) shall not subject ITTI ITT or Purchaser to any liability hereunder in respect except as and to the extent ITT or Purchaser would be responsible for a breach of any claim asserted after the relevant expiration date for the relevant representation or warranty; such representations and provided, further, that Purchaser may not separately recover warranties pursuant to Article IX or otherwise (including, the limitations on recovery and the time periods for both a breach of this Section 6.3(c) and any related breach of the relevant representation or warranty. Subject to the provisions of Article X hereof, ITTI and Purchaser shall not take any action inconsistent with their obligations under this Agreement or, without prejudice to Purchaser's rights under this Agreement, which would materially hinder or delay the consummation of the transactions contemplated by this Agreement. 57 50bringing claims thereunder).

Reasonable Best Efforts; No Inconsistent Action. (a) Subject to the terms and conditions hereof, ITTI Buyer and Purchaser agree to Seller shall cooperate and 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, proper or advisable (i) to consummate and make effective the transactions contemplated by this Agreement and to cause the conditions to each partyother's 54 47 obligation to close the transactions contemplated hereby as set forth in Article VII to be satisfied. In addition, including obtaining all licenses, certificates, permits, approvals, clearances, authorizations, qualifications each of Buyer and orders (each a "Consent") of any Governmental Authority required for the satisfaction of Section 7.1(b) to the extent set forth therein and (ii) to obtain all other Consents listed on Schedule 4.4 (it being understood that the failure to obtain any such Consents shall not cause the condition set forth in Section 7.3(b) to be deemed not to be satisfied). Each of ITTI and Purchaser agree that (i) no contact will be initiated with, or consent sought from, any Governmental Authority prior to the Closing Date without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed and (ii) each party Seller will be given notice of and a reasonable opportunity to participate in contacts, whether telephonically or in person, contacts with (x) any Governmental Authorities Entity regarding antitrust or merger control matters matters. Buyer and (y) OEM customers regarding the transactions contemplated by this Agreement (to the extent ITTI participates in such contacts). ITTI and Purchaser Seller shall cooperate fully with each other to the extent reasonable in connection with the foregoing. (b) Purchaser and ITTI shall timely and promptly make all filings which may be required for the satisfaction of the condition set forth in Section 7.1(a) by each of them in connection with the consummation of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each of ITTI Buyer and Purchaser agree to Seller shall use their reasonable best efforts to file Notification and Report Forms under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") Xxx and similar applications with any other applicable Governmental Authority Entity whose approval Approval is required in connection with the consummation of the Purchase transactions contemplated by this Agreement as promptly as practicable following the date of this 55 48 Agreement hereof and in any event no later than 30 five business days following the date of this Agreementhereof. Purchaser Buyer and ITTI agree, and Seller shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances Approvals required for the Closing (including through compliance with the HSR Act Hart-Xxxxx-Xxxxxx Xxx and any applicable foreign governmental reporting requirements), to respond to any governmental requests for informationinformation from a Governmental Entity, and to contest and resist any action, including any legislative, administrative or judicial action, Action and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement. The foregoing shall not be deemed to require Buyer to enter into any agreement, consent decree or other commitment requiring Buyer or any of its Affiliates (including for this purpose the Company or any of its Subsidiaries) to divest or hold separate any assets or to take any other action that would have a material adverse effect on the business, financial condition or results of operations of Buyer and its Affiliates (including for this purpose the Company and its Subsidiaries) taken as a whole. To the extent permitted by vigorously pursuing all available avenues of administrative applicable Law, Buyer and judicial appeal and all available legislative action. Each party shall furnish to each other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any Governmental Authority referred to in Section 7.1(b) (it being agreed that any such information is subject to Section 6.11). Each party Seller shall provide the other party the opportunity to make copies of all material correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental AuthorityEntity, on the other hand, with respect to this Agreement or the transactions contemplated hereby. Without , except for documents filed pursuant to Item 4(c) of the Hart-Xxxxx-Xxxxxx Xxxification and Report Form or communications regarding the same or documents or information submitted in response to any way limiting the foregoing, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made request for additional information or submitted by or on behalf of any party hereto in connection with proceedings under 56 49 or relating documents pursuant to the HSR Act Hart-Xxxxx-Xxxxxx Xxx which reveal Seller's or any other federal, state Buyer's negotiating objectives or foreign merger control, antitrust strategies or fair trade lawpurchase price expectations. Buyer and Seller acknowledge that all such information provided pursuant to the foregoing sentence shall be subject to the terms of the Confidentiality Agreement. (c) Each of Purchaser Buyer and ITTI Seller shall notify and keep the other advised as to (i) any material communication from the Federal Trade Commission, the United States Department of Justice or any other Governmental Authority Entity regarding any of the transactions contemplated hereby, hereby and (ii) any litigation or administrative proceeding Action pending and known to such partyparty or, or to its knowledge knowledge, threatened, which challenges the transactions contemplated hereby and (iii) any event or circumstance which, to its best knowledge, would constitute a breach of its respective representations and warranties in this Agreement; provided, however, that the failure of ITTI or Purchaser to comply with this Section 6.3(c) shall not subject ITTI or Purchaser to any liability hereunder in respect of any claim asserted after the relevant expiration date for the relevant representation or warranty; and provided, further, that Purchaser may not separately recover pursuant to Article IX or otherwise for both a breach of this Section 6.3(c) and any related breach of the relevant representation or warrantyhereby. Subject to the provisions of Article X hereofSection 4.9, ITTI Buyer and Purchaser Seller shall not take any action inconsistent with their obligations under this Agreement or, without prejudice to Purchaser's rights under this Agreement, which would materially hinder or delay the consummation of the transactions contemplated by this Agreement. 57 50.