Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and the filings with Governmental Entities) and taking of all reasonable steps as that may be necessary to obtain avoid any necessary approval or waiver fromsuit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other Proceedingsproceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. (b) . Notwithstanding anything in this Agreement to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii)contrary, neither Parent nor any of its Subsidiaries affiliates shall be required under any obligation to agree (with respect make proposals, execute or carry out agreements or submit to (A) Parent or its Subsidiaries or (B) orders providing for the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice sale or other communications received by disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or the Company, as the case may be, or any of its Subsidiaryaffiliates or the Company or any of its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with respect the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the TransactionsMerger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties hereto shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) in the case of the Company, the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) in the case of the Company, the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. . In connection with and without limiting the foregoing, the Company and the Company Board shall (bi) Notwithstanding anything take all action necessary to the contrary in ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, (i) take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Notwithstanding the foregoing, the Company and its Representatives shall not, without Parent's prior written consent, commit to not be prohibited under this Section 6.03 from taking any divestitures, licenses, hold separate arrangements action permitted by Sections 5.02(b) or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersd), . Parent and the Company shall commit to, and shall Sub will use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (cooperate with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as at the case may beCompany's request, or any in the performance of its Subsidiary, from any Governmental Entity with respect to the TransactionsCompany's obligations in clauses (ii) and (iii) above.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties hereto shall use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. . In connection with and without limiting the foregoing, the Company and the Company Board shall (bi) Notwithstanding anything take all action necessary to the contrary in ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, (i) take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Notwithstanding the foregoing, the Company and its Representatives shall not, without Parent's prior written consent, commit to not be prohibited under this Section 6.02 from taking any divestitures, licenses, hold separate arrangements action permitted by Sections 5.02(b) or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersd), and the Company shall commit to, and shall . Acquirer will use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (cooperate with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as at the case may beCompany’s reasonable request, or any in the performance of its Subsidiarythe Company’s obligations in clauses (i), from any Governmental Entity with respect to the Transactions(ii) and (iii) above.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use its reasonable best efforts and Newco shall cause the Equity Investors to use their respective reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, done and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the satisfaction of the conditions in Article VII and consummate and make effective, in the most expeditious manner as promptly as practicable, the TransactionsMerger and the other transactions to be performed or consummated by such party in accordance with the terms of this Agreement, including including: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, ; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and, in the case of Newco, the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed until the issuance of a final, non-appealable Order; provided that the Merger Agreement remains in effect and has not been terminated; and (iviii) the execution and delivery of any additional instruments necessary to consummate the Merger and, in the case of Newco, the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), unless any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersaction would, individually or in the aggregate, would reasonably be expected result in a Material Event to have a Parent Material Adverse Effect either the Company or a Company Material Adverse Effect. Newco (c) The for purposes of this clause, after giving effect to the Merger), each of the Company and Parent each Newco shall keep commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its own assets or conduct of business arrangements (“Specified Actions”) as a condition to obtaining any and all approvals, waivers or registrations from any Governmental Entity or to avoid any action or proceeding by any Governmental Entity for any reason in order to consummate and make effective, as promptly as practicable, the other apprised Merger and, in the case of the status of matters relating to completion of Newco, the Transactions, including promptly furnishing taking any and all actions necessary in order to ensure that: (x) no requirement for non-action, a waiver, consent or approval of the other with copies United States Federal Trade Commission (the “FTC”), the Antitrust Division of notice the United States Department of Justice (the “Antitrust Division”), any State Attorney General, the European Commission (the “EC”) or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.Entity,

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties hereto shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals waivers from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) in the case of the Sellers, the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) in the case of the Sellers, the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity vacated or reversed and (ivreversed,(iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Agreement and (bv) Notwithstanding anything in the case of the Sellers, use good faith efforts to transfer the contrary memberships referred to in Section 2.02(e). In connection with and without limiting the foregoing, the Sellers and their respective boards of directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, (i) take all action necessary to ensure that the Company shall not, without Parent's prior written consent, commit Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to any divestitures, licenses, hold separate arrangements minimize the effect of such statute or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), regulation on the Transactions. Parent and the Company shall commit to, and shall Sub will use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect)cooperate with the Sellers, any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall at the Sellers' request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation in the performance of the Offer Sellers' obligations in clauses (ii) and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (Aiii) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectabove. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Consents and the making of all necessary registrations Registrations specified in Section 3.3(c) and filings Section 4.4 and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or such Consents and to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsmake such Registrations, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions taken by the Company that are permitted under Section 6.3. Notwithstanding the foregoing, neither Parent or Sub, on the one hand, and the Company, on the other hand, shall be obligated to amend or waive the provisions of any Contract, or obligated to pay any consent or similar fees or payments, unless such action is conditioned upon the consummation of the Merger. Without limiting the foregoing, none of the parties shall take or agree to take any action that could reasonably be expected to result in any of the conditions set forth in Article VII not being satisfied or to prevent or materially delay the consummation of the Merger or the transactions contemplated by this Agreement. (b) Notwithstanding anything to Without limiting the contrary in this Agreementforegoing, (i) each of Parent and the Company shall notundertakes and agrees to file as soon as practicable, without Parent's and in any event prior written consentto 10 Business Days after the date hereof, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (or allow any the “FTC”) and the Antitrust Division of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersthe United States Department of Justice (the “Antitrust Division”), . Each of Parent and the Company shall commit to(i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any state attorney general or other Governmental Entity in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent shall use its reasonable best efforts to effect (avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Entity with respect to the Merger so as to enable the consummation thereof as promptly as reasonably practicable and shall cause each of its Subsidiaries defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing and subject to this Section 6.5(b), Parent shall propose, negotiate, commit to and use their reasonable best efforts to effect), any such divestitures, licensesby consent decree, hold separate arrangements order, or similar matters otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as Parent shall requestof the Effective Time, but solely if the Surviving Corporation, or their respective Subsidiaries or otherwise commit to take any action which it is capable of taking, take or commit to take such divestituresaction that limits its freedom of action with respect to, licensesor its ability to retain, hold separate arrangements any of the businesses, services or similar matters are contingent on assets of Parent, the Surviving Corporation or their respective Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or Proceeding, or any impediment under any antitrust Law, competition, or trade regulation Law, which would otherwise have the effect of preventing the consummation of the Offer and (ii), neither Parent nor Merger. Notwithstanding any of its Subsidiaries the foregoing, nor anything else contained in this Agreement, Parent shall not be required to agree (sell, divest or otherwise dispose of, hold separate, enter into any license or similar agreement with respect to, restrict the ownership or operation of, or agree to sell, divest or otherwise dispose of, hold separate, enter into any license or similar agreement with respect to, or restrict the ownership or operation of (Ai)(A) Parent any assets or businesses of the Company or any of its Subsidiaries or (B) the Company any assets or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a businesses of Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its SubsidiaryAffiliates or Subsidiaries, in the case of either clause (A) or (B), to the extent that such sale, divestiture, disposition, or agreement would have a material adverse effect on the business, operations, financial condition or results of operations of the combined business of Parent and the Company after giving effect to the consummation of the transactions contemplated by this Agreement, or (ii) the Product to the extent such sale, divestiture, disposition, agreement or restriction would have a material adverse effect on the ability of the Company to exploit the Product in the Applicable Jurisdictions. The Company shall agree if, and solely if, requested by Parent, 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, services, or assets of the Company or any of its Subsidiaries, provided that any such action shall be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Each party shall (i) promptly notify the other party of any material communication to that party from the FTC, the Antitrust Division, any state attorney general or any other Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) to the extent practicable not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement and the TransactionsMerger. Subject to its obligations in Section 6.5(a), Parent shall have the right to determine and direct the strategy and process by which the parties will seek required approvals under antitrust, competition or trade regulation Laws; provided that Parent will consult with and consider in good faith the views of the Company in connection with proceedings under or relating to any such Laws.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth provided in this Agreement each of Agreement, Sellers, on the parties one hand, and the Company, on the other hand, shall use their respective reasonable best efforts efforts: (i) to cooperate with one another in (A) determining which consents, approvals, orders or authorizations of, or filings with, any Governmental Entities are required to be obtained or made prior to the Effective Time in connection with the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, and (B) timely making all such filings and timely seeking all such consents, approvals, orders or authorizations; (ii) subject to Section 7.8 hereof, without the payment of any consideration therefor (except as expressly contemplated by this Agreement) and without compromising their respective rights and without incurring additional liabilities or obligations, to obtain in writing any consents, approvals, orders or authorizations required from non-governmental third parties to effectuate the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the XxXxxx Partnerships and the other transactions contemplated by this Agreement and the other Transaction Documents, such consents, approvals, orders or authorizations to be in form reasonably satisfactory to Sellers and the Company (it being acknowledged and agreed that nothing in this Section 7.4(a)(ii) shall affect or be deemed to amend or modify any provision of this Agreement, including Sections 5.8, 8.1, 8.2 and 8.3 hereof); and (iii) without the payment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, in effective the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities transactions contemplated by this Agreement and the making of all necessary registrations other Transaction Documents (it being acknowledged and filings and the taking of all reasonable steps as may agreed that nothing in this Section 7.4(a)(iii) shall affect or be necessary deemed to obtain amend or modify any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes provision of this Agreement, including Sections 5.8, 8.1, 8.2 and 8.3 hereof). (b) Notwithstanding anything If at any time after the Effective Time any further action is necessary or desirable to carry out the contrary in purpose of this Agreement, (i) without the Company shall notpayment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), each Seller and the Company shall, and each shall commit cause its respective affiliates and subsidiaries to, take all such necessary action. Without the payment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, Sellers shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (cooperate with respect to (A) Parent or its Subsidiaries or (B) the Company in assisting the Company in its efforts to correct or its Subsidiariessatisfy the items set forth on Schedule A to the Seller's Task List. The Company shall indemnify and hold Sellers harmless for any and all losses or damages (including reasonable attorneys' fees) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if that Sellers may suffer in connection with such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectcooperative efforts. (c) The Company and Parent each Promptly following the Effective Time, McREMI or MPLP shall keep the other apprised of the status of matters relating to completion of the Transactions, file Schedule K-1s with supporting documents (not including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity Form 15s) with respect to the TransactionsParticipating XxXxxx Partnerships to reflect the change of status of each Participating XxXxxx Partnership as a result of the transactions contemplated hereby.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and the Company Board (i) shall take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) shall, if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all actions necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or otherwise act to render such state takeover statute or similar statute or regulation inapplicable to the foregoing. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03 from taking any action permitted by Section 5.03 (Solicitation; Company Change of Recommendation). (b) Notwithstanding anything The Company and Parent shall make or file, or cause to made or filed, as promptly as practicable, with the contrary appropriate Governmental Entity all filings, forms, registrations and notifications required to be filed to consummate the Merger under any applicable Antitrust Law, and subsequent to such filings, the Company and Parent shall, and shall cause their respective Affiliates to, as promptly as practicable, respond to inquiries from Governmental Entities, or provide any supplemental information that may be requested by Governmental Entities, in connection with filings made with such Governmental Entities. The Company and Parent shall file, or cause to be filed, the notification and report forms required under the HSR Act no later than ten (10) Business Days after the date of this Agreement, (i) the Company shall notand any filings, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements notifications or similar matters, including covenants affecting business operating practices submissions (or allow drafts thereof, as appropriate) required under any other applicable Antitrust Laws as promptly as practicable, but no later than thirty (30) Business Days, after the date of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), this Agreement. Each of Parent and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause i) cooperate with each of its Subsidiaries to commit to and use their reasonable best efforts to effect), other in connection with any such divestitures, licenses, hold separate arrangements filing and in connection with resolving any investigation or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation other inquiry of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (Governmental Entity under applicable Laws with respect to any such filing, (Aii) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent keep each shall keep the other apprised of the status of matters relating any communications with and any inquiries or requests for additional information from any Governmental Entity, (iii) comply as promptly as practicable with any such inquiry or requests for additional information, (iv) give the other party reasonable prior notice of any such filings or submissions and, to completion the extent reasonably practicable, of any communication to or from any Governmental Entity regarding the Transactions, including promptly furnishing and provide the other party a reasonable opportunity to review, comment on and discuss in advance, and consider in good faith the views of the other party in connection with, any such filings, submissions and communications, and (v) unless prohibited by applicable Law, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Transactions without the other party (other than telephone calls regarding routine administrative matters), (B) give the other party reasonable prior notice of any such meeting or substantive conversation, and (C) furnish the other party with copies of notice all filings, submissions and substantive communications to or from any Governmental Entity regarding the Transactions; provided that confidential information pertaining to each party may be withheld or redacted as appropriate (except that such confidential information shall not be withheld or redacted from copies of any filings, submissions, communications or other communications received documents made available by a party to the other parties’ outside counsel); provided, further, that, notwithstanding the foregoing, Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03(b) as “Antitrust Counsel Only Material” and 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 unless express permission is obtained in advance from the source of the materials (Parent or the Company, as the case may be) or its legal counsel; provided, further, that, notwithstanding the foregoing, materials made available to the other parties’ outside counsel pursuant to this Section 6.03(b) may be redacted (i) to remove references concerning the valuation of the Company and the Merger, and (ii) as necessary to comply with contractual arrangements. (c) Without limiting the generality of paragraph (a), Parent shall, and shall cause the Parent Subsidiaries to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities, competition authorities of any of its Subsidiary, from other nation or other jurisdiction or any other Governmental Entity or Person may assert under any Law with respect to the Transactions, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity or Person with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent, the Parent Subsidiaries (including the Surviving Corporation) or their Affiliates and (y) otherwise taking or committing to take any actions that after the Effective Time would limit the freedom of Parent, the Parent Subsidiaries (including the Surviving Corporation) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any Judgment in any Proceeding that would otherwise have the effect of preventing the Closing, materially delaying the Closing or delaying the Closing beyond the Outside Date; provided, however, that Parent and the Parent Subsidiaries shall not be required to, and the Company shall not, and shall not permit any Company Subsidiary to, take any action under this Section 6.03(c) that would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on Parent, the Company and their respective Subsidiaries, taken as a whole, after giving effect to the Merger and the other Transactions. Nothing in this Section 6.03(c) shall require Parent, the Company or their respective Subsidiaries to become subject to, or be required to consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order, unless such requirement, condition, understanding, agreement or order is binding only in the event that the Closing occurs. Except as otherwise permitted under this Agreement, Parent shall not (and shall cause the Parent Subsidiaries and Affiliates not to) take or agree to take any action that would be reasonably likely to prevent or materially delay the Closing. Parent shall cause its Affiliates to comply with the obligations set forth in this Section 6.03 as if such Affiliates were Parent, and any failure by any of its Affiliates to comply with such obligations shall be deemed for all purposes of this Agreement to be a breach of this Agreement by Parent. (d) The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notice (or failure to give any such notice) shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, except as may be otherwise permitted by this Agreement, and except for the undertaking of Parent to obtain financing pursuant to the Financing Commitments, which shall be governed solely by Section 7.18, except as may be otherwise permitted by this Agreement, each of the parties hereto shall use their its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VIII to be satisfied as promptly as practicable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals Consents from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver Consent from, or to avoid an action or proceeding Proceeding by, any Governmental Entity, Entity (including under the HSR Act and or any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsForeign Competition Law), (ii) obtaining all Consents necessary or advisable to be obtained from Third Parties in order to consummate the obtaining Merger or any of all necessary consents, approvals or waivers from third partiesthe other transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, transactions contemplated hereby (including seeking to avoid the entry of, or to have reversed, terminated or vacated, any stay or temporary restraining order Order entered by any court or other Governmental Entity vacated or reversed Entity), and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions Merger and other transactions contemplated hereby and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything ; provided, however, all obligations hereunder of the Company, Parent and Merger Sub relating to the contrary Financing shall not be governed by this Section 7.04. To the extent not prohibited by applicable Law, upon the terms and subject to the conditions set forth in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any each of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), Parent and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other reasonably apprised of the status of matters relating to the completion of the Transactionstransactions contemplated hereby and shall work cooperatively with the other in connection with obtaining all required Consents of any Governmental Entity, including (A) promptly notifying the other of, and, if in writing, furnishing the other with copies of notice or other communications received by Parent or the Company(or, as in the case may beof material oral communications, advising the other orally of) any communications from or any of its Subsidiary, from with any Governmental Entity with respect to the TransactionsMerger or any of the other transactions contemplated by this Agreement, (B) permitting the other to review and discuss in advance, and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (C) not participating in any meeting with any such Governmental Entity unless it notifies the other in advance and, to the extent permitted by such Governmental Entity, gives the other the opportunity to attend and participate thereat, (D) furnishing the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Merger, and (E) cooperating with the other to furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with the parties’ mutual cooperation in preparing any necessary filings or submissions of information to any such Governmental Entity. (b) Without limiting the generality of the provisions of Section 7.04(a), the Company and Parent shall make all filings and submissions required by all applicable Laws, including the HSR Act and all applicable state, federal and non-U.S. insurance Laws, and promptly file any additional information requested as soon as reasonably practicable after receipt of such request therefor. Parent shall file with all applicable Governmental Entities all filings required to be made under the Laws governing the insurance businesses of Parent and the Company and their respective Subsidiaries in connection with the transactions contemplated by this Agreement as promptly as practicable hereafter, including an application with the Commissioner of the Oklahoma Insurance Department for approval of the acquisition of Pre-Paid Legal Casualty, Inc. of in connection with the transactions contemplated hereby pursuant to the Oklahoma Insurance Law (the “Oklahoma Form A”) and an application with the Commissioner of the Florida Office of Insurance Regulation for approval of the acquisition of Pre-Paid Legal Services, Inc. of Florida in connection with the transactions contemplated hereby pursuant to the Florida Insurance Law (the “Florida Application”). Parent will submit or cause to be submitted (i)(A) a complete Oklahoma Form A on or prior to February 22, 2011, (B) the notification required pursuant to Section 628.4615(2)(a) of the Florida Insurance Law in connection with the transactions contemplated hereby within five days of the execution of this Agreement, (C) a complete Florida Application on or prior to February 22, 2011, (D) all other required pre-acquisition notification statements (Form Es and equivalent forms) under the insurance holding company Laws of applicable states and non-U.S. jurisdictions, including those set forth in Section 7.04(b) of the Company Disclosure Schedule, in each case, on or prior to February 22, 2011 and (E) all required notifications under the HSR Act or any Foreign Competition Law within ten (10) Business Days of the execution of this Agreement and (ii) Parent shall have responsibility for and pay the filing fees associated with all such filings. (c) In the event any Proceeding by any Governmental Entity or other Person is commenced that challenges the validity or legality of this Agreement or the Merger or seeks damages in connection therewith, except as otherwise permitted by this Agreement or necessary to avoid violation of applicable Law, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto, in accordance with Section 7.04(a). The Company shall be entitled to control the defense and settlement of any such Proceeding but shall provide Parent reasonable opportunity to participate at its expense in the defense or settlement thereof.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, (iiiiv) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Reincorporation Merger, the Share Exchange and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Reincorporation Merger, the Share Exchange and the other Transactions. (c) Promptly after the date of this Agreement, the Company, as the holder of all of the issued and outstanding shares of capital stock of the New York Company, shall adopt by written consent the Plan of Merger and the Plans of Exchange and shall take all action to waive any right to dissent (and any notice of such right) from the Share Exchange under Sections 623 and 910 of the NYBCL. (d) Parent shall use its reasonable best efforts to, no later than promptly after the satisfaction (or, to the extent permitted herein and by applicable Law, waiver) of the conditions set forth in Section 9.01, (i) declare the BEPC Distribution, (ii) set the BEPC Distribution Ratio and (iii) set the record date with respect to the BEPC Distribution for the earliest possible date thereafter. After such declaration, the Parent Entities shall use their reasonable best efforts, and the Company shall cooperate with Parent to, cause the BEPC Distribution to occur as promptly as practicable, except that the Parent Entities shall not be required to cause the BEPC Distribution to occur any earlier than immediately prior to the Share Exchange at the Closing. (e) Notwithstanding this Section 8.02 or anything else to the contrary herein, Parent shall not be required to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust Restriction, or to commit or agree to any of the foregoing (each, a “Regulatory Requirement”), and the Company shall not, and nothing in Section 8.02(a) or 8.02(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act, the Competition Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (f) Each party shall give prompt (and in any event within two Business Days) notice to the other party of the receipt of any notice or other direct or indirect communication from a Governmental Entity in connection with the Transactions or from any person alleging that the consent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter; provided, however, that no notification pursuant to this Section 8.02(f) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (g) Notwithstanding this Section 8.02 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity; provided that, (i) Parent shall provide the Company with reasonable prior notice of commitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such efforts and (ii) Parent shall consult with the Company and consider the Company’s views with respect to such matters in good faith. (h) Notwithstanding anything to the contrary set forth in this Agreement, (i) in no event shall the Company shall nothave any liability for, without Parent's prior written consentor be deemed to breach, commit violate or fail to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow perform any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each provisions of its Subsidiaries to commit to and use their reasonable best efforts to effect)this Agreement by reason of, any such divestitures, licenses, hold separate arrangements action taken or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall omitted to be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received taken by Parent or the Company, as any of the case may be, Company Subsidiaries or any of its Subsidiaryor their respective Representatives at the express direction of Parent, from any Governmental Entity with respect to the Transactionsof its affiliates or any of their respective Representatives.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, Merger and the Transactionsother transactions contemplated by this Agreement and the Stockholders Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) the taking of all reasonable steps as may be necessary to obtain avoid any necessary approval or waiver fromsuit, or to avoid an action claim, action, investigation or proceeding by, any by an Governmental Entity, including under the HSR Act Entity and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiv) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any of the other transactions contemplated hereby or thereby, use their reasonable best efforts to ensure that the Merger and the other transactions contemplated hereby or thereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (iiiA) the defending agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any lawsuits business of Parent, the Company or other Proceedingsany of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging this Agreement or seeking to restrain or prohibit the consummation of the Transactions, including Merger; (2) seeking to have prohibit or limit in any stay material respect the ownership or temporary restraining order entered operation by the Company, Parent or any court of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments from any Governmental Entity vacated for amendments, supplements or reversed and (iv) the execution and delivery additional information in respect of any additional instruments necessary registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. (b) The Company shall give prompt notice to consummate Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate such that the Transactions and condition set forth in Section 6.02(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to fully carry out the purposes obligations of the parties under this Agreement. (bc) Notwithstanding anything Parent shall give prompt notice to the contrary Company of any representation or warranty made by it or Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 6.03(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (d) Without limiting the generality of the foregoing, (i) the Company shall not, without Parent's prior written consent, commit give Parent the opportunity to participate in the defense of any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and litigation against the Company shall commit to, and shall use and/or its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters directors relating to completion the transactions contemplated by this Agreement at the sole expense of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the TransactionsParent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall hereto agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents and approvals qualifications from Governmental Entities and the making of all necessary registrations and registrations, filings and the notifications and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, ; (ii) the obtaining of all necessary consentsConsents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits lawsuit or other ProceedingsLegal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything The parties shall reasonably cooperate with each other in connection with the making of all such filings, including furnishing to the contrary others such information and assistance as a party may reasonably request in connection with its preparation of any filing or submission that is necessary or allowable under applicable competition or other Law or requested by any competition authorities. The parties shall 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 any Law (including all information required to be included in the Company’s disclosure documents) in connection with the Transactions. To the extent permitted by applicable Law or any relevant Governmental Entity, and subject to all applicable privileges, including the attorney-client privilege, each party hereto shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other Transactions, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding and (iii) promptly inform the other parties hereto of any material communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Merger or any of the other Transactions. The parties hereto will consult and reasonably cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to any other applicable federal, state or foreign competition, merger control, antitrust or similar Law, including any proceeding under 16 C.F.R. § 803.20. (c) Any party may, as it reasonably deems advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 6.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. In addition, except as may be prohibited by any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or telephone conference of which such party shall have advance notice (other than telephone conversations to the extent they relate to administrative matters) with representatives of any Governmental Entity relating to any such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or proceeding. (d) In furtherance and not in limitation of the foregoing, subject to the terms and conditions of this Agreement, (i) each of the Company parties hereto shall not, without Parent's prior written consent, commit respond to and seek to resolve as promptly as reasonably practicable any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow objection asserted by any of its Subsidiaries Governmental Entity with respect to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit toTransactions, and shall use its reasonable best efforts to effect (and defend any action, suit, dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental Entity, whether judicial or administrative, whether brought by private parties or Governmental Entities or officials, challenging this Agreement or the consummation of the Transactions. Each of the parties hereto shall cause each of use its Subsidiaries to commit to and use their reasonable best efforts to effecttake such action as is reasonably necessary to ensure that no Governmental Entity enters any order, decision, Judgment, decree, ruling, injunction (preliminary or permanent), or establishes any such divestituresLaw, licensesrule, hold separate arrangements regulation or similar matters as Parent shall requestother action preliminarily or permanently restraining, but solely if such divestitures, licenses, hold separate arrangements enjoining or similar matters are contingent on prohibiting the consummation of the Offer Merger or the other Transactions, or to ensure that no Governmental Entity with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date. In the event that any action is threatened or instituted challenging the Merger as violative of any Law, each of the parties hereto shall use its reasonable best efforts to take such action as is reasonably necessary to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, each of the parties hereto shall use its reasonable best efforts to take promptly such steps as are reasonably necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the End Date and shall cooperate with one another in connection with all proceedings related to the foregoing. The actions required hereunder shall include, without limitation, the proposal, negotiation and acceptance by the Company or Parent prior to the End Date of (i) any and all divestitures of the businesses or assets of it or its Subsidiaries or its Affiliates, (ii) any agreement to hold any assets of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries separate, (iii) any limitation to or modification of any of the businesses, services or operations of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries, and (iiiv) any other action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the businesses, assets, properties or services of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries), neither Parent nor in each case as may be required by any of its Subsidiaries applicable Governmental Entity in order to obtain approval for the Transactions; provided, however, that no party hereto shall be required to become subject to, or consent or agree (to or otherwise take any action with respect to, any order, requirement, condition, understanding or agreement of or with a Governmental Entity to sell, to license, to hold separate or otherwise dispose of, or to conduct, restrict, operate, or otherwise change their assets or businesses, unless such order, requirement, condition, understanding or agreement is conditioned upon the occurrence of the Closing. (Ae) In connection with and without limiting the foregoing, the Company, the Company OP and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Company Voting Agreements, the Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Company Voting Agreements, the Partnership Merger, the Company Merger or any of the other Transactions, take all action necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Company Voting Agreements and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the Company Merger and the other Transactions. (f) In connection with and without limiting the foregoing, Parent, the Parent OP, OP Merger Sub, IRT LP LLC and the Parent Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Parent Voting Agreements, the Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Parent Voting Agreements, the Partnership Merger, the Company Merger or any of the other Transactions, take all action necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Parent Voting Agreements and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the Company Merger and the other Transactions. (g) Each of the Company and the Company OP, on the one hand, and Parent and Parent OP, on the other hand, shall, to the extent permitted by applicable Law and any relevant Governmental Entity and subject to all privileges (including the attorney-client privilege), promptly (and in any event within two (2) Business Days) notify the other party in writing of: (i) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions; (ii) any action, suit, claim, investigation or proceeding commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company, the Company OP or any of the Company Subsidiaries or Parent or its Subsidiaries or (B) any of the Company or its Parent Subsidiaries) , as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any divestituresof the representations and warranties contained herein, licensesor that relates to the consummation of the Transactions; (iii) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be likely to cause the conditions set forth in Article VII not to be satisfied; (iv) any notice or other communication from any Governmental Entity in connection with the Merger; (v) in the case of the Company, hold separate arrangements or similar mattersany Event which, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, either individually or in the aggregate, has had or would reasonably be expected likely to have a Company Material Adverse Effect or would reasonably be likely to materially impair or delay the ability of the Company or the Company OP to consummate the Merger; (vi) in the case of Parent, any Event which, either individually or in the aggregate, has had or would reasonably be likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect.would reasonably be likely to materially impair or delay the ability of Parent or Parent OP to consummate the Merger; and (cvii) The Company and Parent each shall keep the other apprised any failure of the status of matters relating such party to completion of the Transactionscomply with or satisfy any covenant, including promptly furnishing the other condition or agreement to be complied with copies of notice or other communications received satisfied by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsit hereunder.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and their respective Boards of Directors shall (x) take all action necessary so that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement and (y) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, take all action necessary so that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Notwithstanding any provision to the contrary in this Section 5.05, the Company and its Representatives and Parent and its Representatives shall not be prohibited under this Section 5.05 from taking any action permitted by Section 4.02 or 4.03. (b) Parent agrees not to directly or indirectly extend any waiting period under the HSR Act or enter into any agreement with a Governmental Entity to delay or not to consummate the transactions contemplated by this Agreement except with the prior written consent of the Company. In furtherance and not in limitation of the other provisions of this Section 5.05, each of Parent and the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under laws in foreign jurisdictions governing antitrust or merger control matters (together with the HSR Act, "Antitrust Laws")) with respect to the Merger as promptly as practicable after the date of this Agreement, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws, and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of required approvals under Antitrust Laws as soon as practicable. Each of Parent and the Company will (x) promptly notify the other party of any written communication to that party from any Governmental Entity located in the United States and, to the extent practicable, outside of the United States and, subject to applicable law, if practicable, permit the other party to review in advance any proposed written communication to any such Governmental Entity and incorporate the other party's reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their affiliates and their respective representatives on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Merger or the other transactions contemplated by this Agreement illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company shall cooperate in all respects with the other and use its best efforts, including selling, holding separate or otherwise disposing of or conducting its business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of Parent, the Company or their respective subsidiaries or the conducting of its business in a specified manner, to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (bc) Notwithstanding anything The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the contrary in this AgreementCompany, of (i) any representation or warranty made by it or contained in this Agreement becoming untrue, unless the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any failure of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements representation or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall warranty to be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matterstrue, individually or in the aggregate, would reasonably be expected to not have a Parent Company Material Adverse Effect or a Company Parent Material Adverse Effect. , as applicable, or (cii) The Company and Parent each the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall keep affect the other apprised representations, warranties, covenants or agreements of the status of matters relating parties or the conditions to completion the obligations of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsparties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (and without limiting the rights of the Company and the Company Board under Section 5.02 (No Solicitation by the Company.)), each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including using reasonable best efforts to: (i) cause the obtaining of conditions to the Merger set forth in Article VII to be satisfied or fulfilled, (ii) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (iiiii) the obtaining of obtain all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of defend any lawsuits or other Proceedings, whether judicial or administrative, Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (ivv) the execution execute and delivery of deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent and its Subsidiaries, in each case in subpart (y), without the prior written consent of Parent. (b) Notwithstanding Without limiting the generality of anything to the contrary contained in this AgreementSection 6.03, (i) from the date hereof until the Effective Time or the termination or this Agreement in accordance with its terms, each of the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices and Parent (or allow any of on its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and Merger Sub’s behalf) shall use its reasonable best efforts to effect (i) cooperate in all respects and shall cause consult with each other in connection with any filing or submission in connection with any investigation or other inquiry, including allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of its Subsidiaries to commit to filings and use their reasonable best efforts to effect)submissions, (ii) give the other party prompt notice of the making or commencement of any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestituresinquiry, licensesinvestigation, hold separate arrangements action or similar matters are contingent on consummation of the Offer and (ii)legal proceeding brought by a Governmental Authority or brought by a third party before any Governmental Authority, neither Parent nor any of its Subsidiaries shall be required to agree (in each case, with respect to the transactions contemplated by this Agreement, (iii) keep the other party promptly informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iv) promptly inform the other party of any communication to or from the FTC, DOJ or any other Governmental Authority in connection with any such request, inquiry, investigation, action or legal proceeding, (v) promptly furnish to the other party, subject to an appropriate confidentiality agreement to limit disclosure to outside counsel and consultants retained by such counsel, with copies of documents provided to or received from any Governmental Authority in connection with any such request, inquiry, investigation, action or legal proceeding, (vi) subject to an appropriate confidentiality agreement or other legal obligation to limit disclosure to counsel and outside consultants retained by such counsel, consult in advance and cooperate with the other party and consider in good faith the views of the other party in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or legal proceeding, and (vii) except as may be prohibited by any Governmental Authority or by applicable Law, in connection with any such request, inquiry, investigation, action or legal proceeding in respect of the transactions contemplated by this Agreement, each party shall provide advance notice of and permit authorized Representatives of the other party to be present at each meeting or conference, including any virtual or telephonic meetings, relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any Governmental Authority in connection with such request, inquiry, investigation, action or legal proceeding; provided, however, that materials required to be provided pursuant to this Section 6.03(b) may be redacted (A) Parent or its Subsidiaries or (B) to remove references concerning the Company or its Subsidiaries) to any divestituresvaluation of Parent, licensesMerger Sub, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiarytheir respective Subsidiaries or assets, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable privilege concerns. Each party shall supply as promptly as practicable such information, documentation, other material or testimony that may be requested by any Governmental Authority, including by complying at the earliest reasonably practicable date with any reasonable request for additional information, documents or other materials received by any party or any of their respective Subsidiaries from any Governmental Entity Authority in connection with respect to such applications or filings for the Transactionstransactions contemplated by this Agreement.

Reasonable Best Efforts; Notification. (a) Upon Prior to the Offer Closing Time, upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use their its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the Transactions, including (i) the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings with, and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, including under Entity with respect to this Agreement or the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsTransactions, (ii) the obtaining of all necessary consents, approvals defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) . Each of Parent and the Company shall not, and shall not permit their respective subsidiaries to, enter into any agreement providing for, or consummate, any acquisition of any ownership interest or assets of any Person, the effect of which would reasonably be expected to impair, materially delay or prevent any required approvals, or expiration or termination of the waiting period, under the HSR Act or any other applicable Antitrust Laws in connection with the Transactions. Notwithstanding anything to the contrary in this Agreement, in no event will Parent, Merger Sub, the Company or any Company Subsidiary be required to pay or make or commit to pay or make (iand without the prior written consent of Parent, none of the Company or any Company Subsidiary shall pay or make or commit to pay or make), any fee, penalty or other consideration or any other accommodation to any third party to obtain any consent, approval or waiver in connection with the Transactions under any Contract with such third party. (b) Parent and the Company shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, in consultation and cooperation with the other, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the Company Notification and Report Form required under the HSR Act relating to the Transactions as promptly as reasonably practicable (but in no event later than ten business days after the date of this Agreement) and such filings shall not, without Parent's prior written consent, commit specifically request early termination of the waiting period. Any such filing shall be in substantial compliance with the requirements of the HSR Act. Parent shall pay all filing fees under the HSR Act applicable to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any the Transactions. Each of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), Parent and the Company shall commit to(i) promptly furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any other applicable Antitrust Law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other Governmental Entity regarding the Transactions, and permit the other party (or its outside counsel if necessary to retain confidentiality) to review and discuss in advance, and consider in good faith the views of, and permit the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (E) promptly furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Transactions and (iv) comply with any inquiry or request from the FTC, the DOJ or any other Governmental Entity as promptly as reasonably practicable. Any such additional information shall use its reasonable best efforts be in substantial compliance with the requirements of the HSR Act or any other applicable Antitrust Laws, as the case may be. The parties agree not to effect extend, directly or indirectly, any waiting period under the HSR Act or any other Antitrust Law or enter into any agreement with a Governmental Entity to delay or not to consummate the Transactions, except with the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such party and any Governmental Entity relating to the Transactions. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 6.02 as “outside counsel only.” Such materials and the information contained therein shall be given only to 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. (c) Parent and Merger Sub agree to take or cause to be taken any and all steps necessary, proper or advisable to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers or waiting period expirations or terminations under the HSR Act or any other Antitrust Law, so as to enable the parties to close the Transactions as promptly as reasonably practicable (and in any event by or before the Outside Date). Without limitation to the foregoing, Parent and Merger Sub shall (and shall cause each their respective subsidiaries, including, after the Effective Time, the Surviving Corporation, to), to the extent necessary to obtain any clearances, consents, approvals and waivers or waiting period expirations or terminations as may be required under the HSR Act or any other Antitrust Law as promptly as reasonably practicable, and in any event by or before the Outside Date, (i) sell, license, divest or dispose of its Subsidiaries or hold separate any assets, Intellectual Property or businesses, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations, (iii) change or modify any course of conduct regarding future operations, (iv) otherwise take any action that would limit the freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein and (v) commit to and use their reasonable best efforts to effecttake any such action in the foregoing clauses (i), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither (iii) or (iv); provided, however, that notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any subsidiary or affiliate of Parent nor any of its Subsidiaries shall be required to take any action contemplated in the foregoing clauses (i), (ii), (iii), (iv) or (v) or otherwise agree to or proffer to sell, license, divest, dispose of, hold separate or otherwise take any other action (x) with respect to (A) Parent’s or any of its subsidiaries’ or affiliates’ ability to own or operate any assets, properties, businesses, products or rights of Parent or any of its Subsidiaries subsidiaries or affiliates (B) including, for the avoidance of doubt, any securities of the Company or its Subsidiariesany Company Subsidiary) to any divestituresor, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersexcept as would not have, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The material adverse effect on the Company and Parent each shall keep the other apprised Company Subsidiaries, taken as a whole, any assets, properties, businesses, products or rights of the status Company or any Company Subsidiary, (y) that is not conditioned on closing the Transactions, or (z) in connection with any Proceeding by a Person other than a Governmental Entity. To assist Parent in complying with its obligations set forth in this Section 6.02(c), the Company and the Company Subsidiaries shall enter into one or more agreements requested by Parent to be entered into by any of matters relating them prior to completion the Offer Closing Time with respect to any transaction to divest, hold separate or otherwise take any action that limits the Company’s freedom of action, ownership or control with respect to, or their ability to retain or hold, directly or indirectly, any of the businesses, assets, equity interests, products or rights of the Company or any Company Subsidiary; provided, however, that the consummation of the transactions provided for in any such agreement shall be conditioned upon the closing of the Transactions, including promptly furnishing provided, further, however, that without Parent’s prior written consent, the other with copies of notice Company shall not (and shall not permit any Company Subsidiary to) take or other communications received by Parent cause to be taken, do or the Companycause to be done, as the case may beoffer, negotiate, commit to or effect any of its Subsidiary, from any Governmental Entity with respect to the Transactionsforegoing.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and the filings with Governmental Entities) and taking of all reasonable steps as that may be necessary to obtain avoid any necessary approval or waiver fromsuit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals or waivers from from, and providing all necessary notices to third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other Proceedingsproceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. (b) . Notwithstanding anything in this Agreement to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii)contrary, neither Parent nor any of its Subsidiaries affiliates shall be required under any obligation to agree (with respect make proposals, execute or carry out agreements or submit to (A) Parent or its Subsidiaries or (B) orders providing for the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice sale or other communications received by disposition or holding separate (through the establishment of a trust or otherwise) of any assets of categories of assets of Parent or the Company, as the case may be, or any of its Subsidiaryaffiliates or the Company or any of its subsidiaries or the holding separate shares of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with respect the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the TransactionsMerger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it, Merger Sub or Merger LLC contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Parent, Merger Sub or Merger LLC to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with the foregoing, Parent and the Company agree that Parent shall have primary responsibility for the preparation and filing of all applications, filings or other materials with the PSCW, the ICC, the FCC, the FERC under Section 203 of the Power Act, any other Federal or state regulatory agency or commission, in each case with respect to the Transactions; provided, however, that the Company shall have the right to review and approve in advance drafts of all such applications, filings and other materials, including testimony and responses to discovery requests. In connection with and without limiting the foregoing, Parent, the Company, the Company Board and the Parent Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Each of Parent and the Company shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act, and the rules and regulations promulgated thereunder with respect to the Transactions. Notwithstanding the foregoing, the Company and its Representatives and Parent and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) or 5.03(b). (b) Notwithstanding anything The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the contrary in this AgreementCompany, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the Company failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall notaffect the representations, without Parent's prior written consentwarranties, commit covenants or agreements of the parties or the conditions to any divestituresthe obligations of the parties under this Agreement. (c) As used in Section 6.03(a), licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow the term “reasonable best efforts” shall not require either party to dispose of any of its Subsidiaries assets or to commit limit its freedom of action with respect to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required businesses, or to agree (consent to any disposition of its assets or limits on such party’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (A“Antitrust Laws”) Parent or its Subsidiaries or (B) to the Company Required Statutory Approvals or its SubsidiariesParent Required Statutory Approvals or to avoid the entry of any Order in any suit or proceeding relating to Antitrust Laws, other than dispositions, limitations or consents or commitments (i) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersthat, individually or in the aggregate, have not had and would not reasonably be expected to (A) have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations of Parent Material Adverse Effect and the Parent Subsidiaries, taken as a whole or (B) have a Company Material Adverse Effect. material adverse effect on the business, properties, condition (cfinancial or otherwise) The or results of operations of the Company and Parent each shall keep the other apprised Company Subsidiaries, taken as a whole and (ii) that otherwise are consistent with the satisfaction of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsconditions set forth in Section 7.01(c).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with the foregoing, Parent and the Company agree that Parent shall have primary responsibility for the preparation and filing of all applications, filings or other materials with the PSCW, the ICC, the FCC, the FERC under Section 203 of the Power Act, any other Federal or state regulatory agency or commission, in each case with respect to the Transactions; provided, however, that the Company shall have the right to review and approve in advance drafts of all such applications, filings and other materials, including testimony and responses to discovery requests. In connection with and without limiting the foregoing, Parent, the Company, the Company Board and the Parent Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Each of Parent and the Company shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act, and the rules and regulations promulgated thereunder with respect to the Transactions. Notwithstanding the foregoing, the Company and its Representatives and Parent and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) or 5.03(b). (b) Notwithstanding anything The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the contrary in this AgreementCompany, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the Company failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall notaffect the representations, without Parent's prior written consentwarranties, commit covenants or agreements of the parties or the conditions to any divestituresthe obligations of the parties under this Agreement. (c) As used in Section 6.03(a), licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow the term “reasonable best efforts” shall not require either party to dispose of any of its Subsidiaries assets or to commit limit its freedom of action with respect to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required businesses, or to agree (consent to any disposition of its assets or limits on such party’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (A“Antitrust Laws”) Parent or its Subsidiaries or (B) to the Company Required Statutory Approvals or its SubsidiariesParent Required Statutory Approvals or to avoid the entry of any Order in any suit or proceeding relating to Antitrust Laws, other than dispositions, limitations or consents or commitments (i) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersthat, individually or in the aggregate, have not had and would not reasonably be expected to (A) have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations of Parent Material Adverse Effect and the Parent Subsidiaries, taken as a whole or (B) have a Company Material Adverse Effect. material adverse effect on the business, properties, condition (cfinancial or otherwise) The or results of operations of the Company and Parent each shall keep the other apprised Company Subsidiaries, taken as a whole and (ii) that otherwise are consistent with the satisfaction of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsconditions set forth in Section 7.01(c).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsExchange and the other Transactions to which it or any of its subsidiaries is a party, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including obtaining an approval from the RCA of the “ownership transfer” contemplated by this Agreement and acceptance by the RCA of any related agreements or stipulations in the form and manner in which the RCA customarily approves transfers of control and accepts agreements and stipulations) and the making of all necessary registrations registrations, reports and filings, including registrations, reports and filings with Governmental Entities (including complying with the filing, reporting, acceptance and approval requirements of each applicable Regulatory Entity and providing all relevant records and reports requested by such Regulatory Entity) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary material consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions to which it or any of its subsidiaries is a party, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions to which it or any of its subsidiaries is a party and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in Section 7.02(c). Parent and the Company shall jointly prepare and execute documents necessary to obtain the necessary actions or nonactions, waivers, consents and approvals of Governmental Entities and Parent shall have primary responsibility for, and control of, filing such documents. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction to which it is a party or this Agreement, (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Company and the Company Board shall take all commercially reasonable action necessary to ensure that the Exchange and the other Transactions to which the Company or any Company Subsidiary is a party may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Exchange and the other Transactions to which the Company or any Company Subsidiary is a party and (iii) the Company shall reasonably cooperate with Parent in the arrangements for obtaining the Financing and conducting the Debt Tender Offers as required by Sections 6.11 and 6.12. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02. (b) Notwithstanding anything The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the contrary in this AgreementCompany, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, in either case that would cause the Company conditions to closing in Section 7.02(a) or 7.03 not to be satisfied, or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall notaffect the representations, without Parent's prior written consentwarranties, commit covenants or agreements of the parties or the conditions to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices the obligations of the parties under this Agreement. (or allow c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its Subsidiaries assets or to limit its freedom of action with respect to any of its businesses, to consent to any disposition of the assets of the Company or any Company Subsidiary or limits on the freedom of action of the Company or any Company Subsidiary with respect to any of their businesses, to accept any other substantial or burdensome condition, including any fundamental change to, or restriction on, the operation, ownership or control of the Company’s distribution system or the financial policies or practices or rate structure of the Company, or to commit or agree to any divestitures, licenses, hold separate arrangements or similar matters), and of the foregoing. Nothing in Section 6.03(a) shall authorize the Company shall or any Company Subsidiary to commit toor agree to any of the foregoing to obtain any consents, and shall use its reasonable best efforts approvals, permits, determinations, certificates or authorizations to remove any impediments to the Exchange relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect)the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws, other than dispositions, limitations or consents, commitments or agreements that in each such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on case may be conditioned upon the consummation of the Offer Exchange and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersthat, individually or in the aggregate, would have not had and are not reasonably be expected likely to have (i) a Parent Material Adverse Effect or Effect, (ii) a Company Material Adverse Effect (provided that for purposes of this Section 6.03(c), the first use of the word “Transactions” in the definition of “Company Material Adverse Effect” shall be deemed replaced with the word “Exchange”) or (iii) in the reasonable judgment of Parent, the effect of materially impairing the benefits or advantages that Parent expects to be realized from the Exchange and the other Transactions. (cd) The Nothing in this Section 6.03 shall require Parent to consent to any action or omission by the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity Company Subsidiary that would be inconsistent with respect to the TransactionsSection 5.01 absent such consent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other transactions contemplated hereby and by the other Transaction Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreementthe Transaction Agreements and (iv) the taking of all actions set forth in Section 6.03(a) of the Company Disclosure Letter and providing each other party cooperation reasonably necessary in connection with therewith. (b) Notwithstanding anything to In connection with and without limiting the contrary in this Agreement, foregoing, (i) (A) the Company and Parent shall notpromptly submit a joint filing and any requested supplemental information (collectively, without Parent's prior written consentthe “Joint Filing”) to the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to 31 C.F.R. Part 800 with regard to the transactions contemplated hereby and by the other Transaction Agreements, commit (B) Parent shall take responsibility for preparation and submission of the Joint Filing and (C) the Company hereby agrees to provide to Parent all requisite information and otherwise to assist Parent in a timely fashion in order for Parent to complete preparation and submission of the Joint Filing in accordance with this Section 6.03(b)(i), to respond to any divestituresinquiries from CFIUS or any other interested Governmental Entity in a timely fashion and to take all reasonable steps to secure the approval of CFIUS of the transactions contemplated hereby and by the other Transaction Agreements, (ii) each party shall (A) promptly take all actions reasonably necessary to file the notification and report form required for the transactions contemplated hereby and provide any supplemental information in connection therewith pursuant to the HSR Act, licensesand shall furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any filing with, hold separate arrangements or similar matterssubmission or response to, including covenants affecting business operating practices inquires from the Federal Trade Commission (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersthe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity in connection with obtaining approval under the HSR Act,(B) keep the other party apprised of the status of any inquiries or requests for additional information from, the FTC or the DOJ and comply promptly with any such inquiry or request and (C) participate in any interviews or meetings reasonably requested by the FTC or the DOJ in connection with the consummation of the transactions contemplated hereby or by the other Transaction Agreements, and (iii) the Company and the Company Board shall commit to, and shall use its reasonable best efforts (A) take all action necessary to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements ensure that no state takeover statute or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements statute or similar matters are contingent on consummation of the Offer regulation is or becomes applicable to any transactions contemplated hereby or this Agreement or any other Transaction Agreement and (ii), neither Parent nor ) if any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements state takeover statute or similar mattersstatute or regulation becomes applicable to this Agreement or any other Transaction Agreement, including covenants affecting business operating practices, if take all action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements and otherwise to minimize the effect of such divestitures, licenses, arrangements statute or similar matters, individually or in regulation on the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectMerger and the other transactions contemplated hereby. (c) The Company and Parent each shall keep the other apprised Each of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, on the one hand, and Parent and Sub, on the other hand, shall promptly inform the other of any material communication received by such party from the FTC, the DOJ, CFIUS or any other Governmental Entity regarding the transactions contemplated hereby or by the other Transaction Agreements. (d) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in any Transaction Agreement that is qualified as to materiality or Company Material Adverse Effect becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the case may befailure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under the Transaction Agreements. (e) The Company shall deliver to Parent at the Closing a duly executed and acknowledged certificate, in form and substance acceptable to Parent and in compliance with the code and Treasury regulations, certifying such facts as to establish that the sale of Company Common Stock is exempt from withholding under Section 1445 of the Code. (f) Notwithstanding any provision herein to the contrary, this Agreement shall not require Parent or any of its Subsidiaryaffiliates to agree to any prohibition, from limitation or other requirement of the type set forth in Section 7.02(c), and nothing in this Agreement shall authorize the Company or any Governmental Entity with respect Company Subsidiary to commit or agree to any of the Transactionsforegoing (other than to operate the business of the Company under the terms of Parent’s Special Security Agreement).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other 40 45 parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Authority and the making of all necessary registrations and filings (including filings with any Governmental Authority, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary or appropriate to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. (b) Notwithstanding anything to the contrary in this Agreement; provided, (i) however, that no loan agreement or contract for borrowed money entered into by the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to agree (with respect increase the amount payable thereunder or otherwise to (A) Parent or its Subsidiaries or (B) be more burdensome to the Company or any of its SubsidiariesSubsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent. Nothing contained in this Section 8.4(a) shall prohibit the Company and its Subsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to Section 10.1. (b) The Company shall give prompt notice to Parent of (i) any divestituresrepresentation or warranty made by the Company contained in this Agreement becoming untrue or incorrect, licensessubject to the standard established in Section 5.2 where applicable (including its receiving Knowledge of any fact, hold separate arrangements event or similar matterscircumstance which may cause any representation qualified as to its Knowledge to be or become untrue or incorrect, including subject to the standard established in Section 5.2 where applicable) in any respect that could cause the condition to the Offer set forth in paragraph (c)(2) of Annex I hereto to fail to be satisfied; or (ii) the failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants affecting business operating practicesor agreements of the Company or the conditions to the obligations of the parties under this Agreement. The Company acknowledges that if after the date of this Agreement the Company receives Knowledge of any fact, if such divestituresevent or circumstance that would cause any representation or warranty that is conditioned as to the Knowledge of the Company to be or become untrue or incorrect (subject to the standard established in Section 5.2, licenseswhere applicable, arrangements or similar matters, individually or and (in the aggregatecase of representations or warranties not subject to such standard), would reasonably subject to such representation or warranty becoming untrue or incorrect in any material respect), the receipt of such knowledge shall mean that such representation or warranty shall be expected deemed to have a Parent Material Adverse Effect become untrue or a Company Material Adverse Effectincorrect as of the date of such receipt. (c) The Parent shall give prompt notice to the Company and of (i) any representation or warranty made by Parent each shall keep contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received failure by Parent or Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided that no such notification shall affect the representations, 41 46 warranties, covenants or agreements of Parent or Purchaser or the conditions to the obligations of the parties under this Agreement. (d) If at any time before the Effective Time, any event or circumstance relating to the Company, as the case may beParent or the Purchaser, or any of its Subsidiarytheir respective Affiliates, from officers or directors, should be discovered by any Governmental Entity with respect party hereto that should be set forth in an amendment or a supplement to the TransactionsProxy Statement, so that such document will not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly prepared by the parties, filed with the SEC and, to the extent required by Law, disseminated to the Company's stockholders.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the REIT Merger and the other Transactions, including (i) the obtaining of using reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of to make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; PROVIDED, including under HOWEVER, that Parent will not be required to agree to, or proffer to, (A) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the HSR Act and Company's or any applicable laws, regulations of their respective Affiliates' businesses or statutes relating (B) cease to the regulation of monopolies conduct business or competition operations in any foreign jurisdictionsjurisdiction in which Parent, (ii) the obtaining Company or any of all necessary consents, approvals their respective Affiliates conducts business or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation operations as of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes date of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, (i) the . The Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts (i) to effect (and shall cause each obtain consents of all third parties necessary, proper or advisable for the consummation by the Company or any of its Subsidiaries Affiliates of the transactions contemplated by this Agreement (including without limitation obtaining the consents required under the agreements set forth on Section 3.03(b) of the Company Disclosure Letter); PROVIDED that, without the prior written consent of the Parent, the Company shall not agree to commit any significant modification to any contractual arrangement to obtain such consents or certificates; (ii) to provide any notices to third parties required to be provided by the Company or any of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and use their reasonable best efforts (iii) to effect)comply in all material respects with the terms of the insurance policies. (b) In connection with and without limiting the foregoing, any such divestituresthe Company, licenses, hold separate arrangements Company L.P. and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar matters as Parent shall requeststatute or regulation is or becomes applicable to this Agreement, but solely if such divestituresthe Voting Agreements, licensesthe REIT Merger, hold separate arrangements the OP Merger or similar matters are contingent on consummation any of the Offer other Transactions and (ii)) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, neither Parent nor the Voting Agreements, the REIT Merger, the OP Merger or any of its Subsidiaries shall the other Transactions, take all action necessary to ensure that the REIT Merger, the OP Merger and the other Transactions may be required consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to agree (with respect to (A) Parent minimize the effect of such statute or its Subsidiaries or (B) regulation on the Company or its Subsidiaries) to any divestituresREIT Merger, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectOP Merger and the other Transactions. (c) The Company shall give notice to Parent within 48 hours of becoming aware of any representation or warranty made by it and Parent each contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 7.02(a) would not be satisfied; provided that no such notification shall keep affect the other apprised representations, warranties, covenants or agreements of the status of matters relating parties or the conditions to completion the obligations of the Transactionsparties under this Agreement. (d) Parent shall give notice to the Company within 48 hours of becoming aware of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 7.03(a) would not be satisfied; provided that no such notification shall affect the representations, including promptly furnishing warranties, covenants or agreements of the other with copies of notice or other communications received by Parent parties or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect conditions to the Transactionsobligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth provided in this Agreement each of Agreement, Sellers, on the parties one hand, and the Company, on the other hand, shall use their respective reasonable best efforts efforts: (i) to cooperate with one another in (A) determining which consents, approvals, orders or authorizations of, or filings with, any Governmental Entities are required to be obtained or made prior to the Effective Time in connection with the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, and (B) timely making all such filings and timely seeking all such consents, approvals, orders or authorizations; (ii) subject to Section 7.8 hereof, without the payment of any consideration therefor (except as expressly contemplated by this Agreement) and without compromising their respective rights and without incurring additional liabilities or obligations, to obtain in writing any consents, approvals, orders or authorizations required from non-governmental third parties to effectuate the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the McNeil Partnerships and the othxx xxxnsactions contemplated by this Agreement and the other Transaction Documents, such consents, approvals, orders or authorizations to be in form reasonably satisfactory to Sellers and the Company (it being acknowledged and agreed that nothing in this Section 7.4(a)(ii) shall affect or be deemed to amend or modify any provision of this Agreement, including Sections 5.8, 8.1, 8.2 and 8.3 hereof); and (iii) without the payment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, in effective the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities transactions contemplated by this Agreement and the making of all necessary registrations other Transaction Documents (it being acknowledged and filings and the taking of all reasonable steps as may agreed that nothing in this Section 7.4(a)(iii) shall affect or be necessary deemed to obtain amend or modify any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes provision of this Agreement, including Sections 5.8, 8.1, 8.2 and 8.3 hereof). (b) Notwithstanding anything If at any time after the Effective Time any further action is necessary or desirable to carry out the contrary in purpose of this Agreement, (i) without the Company shall notpayment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), each Seller and the Company shall, and each shall commit cause its respective affiliates and subsidiaries to, take all such necessary action. Without the payment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, Sellers shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (cooperate with respect to (A) Parent or its Subsidiaries or (B) the Company in assisting the Company in its efforts to correct or its Subsidiariessatisfy the items set forth on Schedule A to the Seller's Task List. The Company shall indemnify and hold Sellers harmless for any and all losses or damages (including reasonable attorneys' fees) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if that Sellers may suffer in connection with such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectcooperative efforts. (c) The Company and Parent each Promptly following the Effective Time, McREMI or MPLP shall keep the other apprised of the status of matters relating to completion of the Transactions, file Schedule K-1s with supporting documents (not including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity Form 15s) with respect to the TransactionsParticipating McNeil Partnerships to reflect thx xxxxge of status of each Participating McNeil Partnership as a result xx xhe transactions contemplated hereby.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the other Transactions (other than the Financing), including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Entity vacated that would restrain, prevent or reversed delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions (other than the Financing) and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything to . In connection with and without limiting the contrary in this Agreementforegoing, the Company and the Company Board shall (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements ensure that no state takeover statute or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements statute or similar matters are contingent on consummation of the Offer regulation is or becomes applicable to any Transaction or this Agreement and (ii)) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, neither use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent nor and Sub shall use their reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (A) negotiate definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained therein and (B) satisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Parent or Sub. Parent and Sub shall use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letters. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of the Commitment Letters. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) reduces the aggregate amount of the Financing, (y) amends the conditions to the drawdown of the Financing or (z) is adverse to the interests of the Company, in each case, in any material respect. The Company shall also use reasonable best efforts to assist and cooperate with Parent and Sub in connection with their efforts to obtain the proceeds of the Debt Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Debt Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by Parent in connection with the Debt Financing; PROVIDED, HOWEVER, that no obligation of the Company or any Company Subsidiary under any such certificate, document or instrument shall be effective until the Effective Time and none of the Company or any Company Subsidiary shall be required to agree pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions. The Company and Parent shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions. (with respect b) The Company shall give prompt notice to (A) Parent, and Parent or its Subsidiaries Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (Bii) the Company failure by it to comply with or its Subsidiaries) satisfy in any material respect any covenant, condition or agreement to any divestituresbe complied with or satisfied by it under this Agreement; PROVIDED, licensesHOWEVER, hold separate arrangements that no such notification shall affect the representations, warranties, covenants or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements agreements of the parties or similar matters, individually or in the aggregate, would reasonably be expected conditions to have a Parent Material Adverse Effect or a Company Material Adverse Effectthe obligations of the parties under this Agreement. (c) The As soon as reasonably practicable following the execution of this Agreement, Parent, in its capacity as the sole stockholder of Sub, shall adopt this Agreement. (d) In the event that the Closing shall occur, simultaneously with the Closing, Parent shall cause the Company or the Surviving Corporation to repay in full (i) any Obligations (as such term is defined in the Loan and Parent each shall keep Security Agreement dated as of October 31, 2002 (as amended, the other apprised of the status of matters relating to completion of the Transactions"LOAN AGREEMENT"), including promptly furnishing the other with copies of notice or other communications received by Parent or among the Company, the Company Subsidiaries, Bank of America, National Association, as administrative agent, and the case may beother lenders named therein) outstanding under the Loan Agreement and (ii) any obligations outstanding under the ABL Facility (as such term is defined in Section 5.01(a) of the Company Disclosure Letter), or any of its Subsidiaryin each case, from any Governmental Entity with respect to the Transactionsextent required to avoid a default thereunder (it being understood and agreed that, if the aggregate of such Obligations and obligations exceed a certain amount, the Closing may not occur as a result of the terms and conditions of the Debt Commitment Letter not being satisfied, in which case Parent shall have no obligations under this Section 6.03(d)).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Authority and the making of all necessary registrations and filings (including filings with any Governmental Authority, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. (b) Notwithstanding anything to the contrary in this Agreement; provided, (i) however, that no loan agreement or contract for borrowed money entered into by the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to agree (with respect increase the amount payable thereunder or otherwise to (A) Parent or its Subsidiaries or (B) be more burdensome to the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its SubsidiarySubsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent (which approval shall not be unreasonably withheld). Nothing contained in this Section 8.4(a) shall prohibit the Company and its Subsidiaries from taking any Governmental Entity with respect action permitted by Section 8.5 or from terminating this Agreement pursuant to Section 10.1. In addition to the Transactionsobligations set forth above, the Company shall cooperate with Parent's reasonable requests in connection with Parent's efforts to finalize the financing, on terms reasonably satisfactory to Parent, necessary to provide Parent and Purchaser with sufficient funds to purchase at the Offer Price all of the shares of Company Common Stock outstanding on a fully diluted basis, including the Company's providing financial statements and financial and other business information reasonably required to be disclosed by Parent in connection therewith. (b) The Company shall give prompt notice to Parent of (i) any representation or warranty made by the Company contained in this Agreement becoming untrue or incorrect, subject to the standard established in Section 5.2 where applicable (including its receiving

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that neither the Company nor Parent shall be required to consent to (i) any prohibition or limitation on the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company and its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, or any requirement that the Company, Parent or any of their respective subsidiaries dispose of or hold separate any material portion of the business or assets of the Company and the Company Subsidiaries taken as a whole or Parent and its subsidiaries (the "Parent Subsidiaries") taken as a whole as a result of the Offer, the Merger or any other Transaction, (ii) any imposition of limitations on the ability of Parent or Sub to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including the right to vote the Company Common Stock purchased by it on all matters properly presented to the shareholders of the Company or (iii) any prohibition on Parent or any of its subsidiaries 37 from effectively controlling in any material respect the business or operations of the Company and the Company Subsidiaries. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. (b) Notwithstanding anything The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the contrary in this AgreementCompany, of (i) the Company shall not, without Parent's prior written consent, commit any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any divestitures, licenses, hold separate arrangements respect or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestituresrepresentation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, licensescondition or agreement to be complied with or satisfied by it under this Agreement; provided, hold separate arrangements however, that no such notification shall affect the representations, warranties, covenants or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation agreements of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required parties or the conditions to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised obligations of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsparties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, Merger and the Transactionsother transactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) the taking of all reasonable steps as may be necessary to obtain avoid any necessary approval or waiver fromsuit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, including under the HSR Act Entity and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiv) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, (iii) the defending Company and its Board of Directors shall, if any lawsuits state takeover statute or other Proceedings, whether judicial similar statute or administrative, challenging this Agreement regulation is or the consummation of the Transactions, including seeking becomes applicable to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements Merger or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestituresthe other transactions contemplated by this Agreement, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect (of such statute or regulation on the Merger, this Agreement and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall party hereto be required to agree (with respect obligated to (A) Parent agree to, or its Subsidiaries proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administra- tive, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsi- diaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its Subsidiariessubsidiaries. The Company and Parent will provide such assistance, information and cooperation to each other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other person promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. (b) The Company shall give prompt notice to Parent of any divestituresrepresentation or warranty made by it contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 6.02(a) would not be satisfied; provided, licenseshowever, hold separate arrangements that no such notification shall affect the representations, warranties, covenants or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements agreements of the parties or similar matters, individually or in the aggregate, would reasonably be expected conditions to have a Parent Material Adverse Effect or a Company Material Adverse Effectthe obligations of the parties under this Agreement. (c) The Parent shall give prompt notice to the Company and Parent each of any representation or warranty made by it or Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 6.03(a) would not be satisfied; provided, however, that no such notification shall keep affect the other apprised representations, warranties, covenants or agreements of the status parties or the conditions to the obligations of matters the parties under this Agreement. (d) Without limiting the generality of the foregoing, the Company shall give Parent the opportunity to participate in the defense of any litigation against the Company and/or its directors relating to completion of the Transactionstransactions contemplated by this Agreement, including promptly furnishing it being understood and agreed that this Section 5.03(d) shall not give Parent the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect right to the Transactionsdirect such defense.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, including ‎Section 6.03(e), each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, Proceedings challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement or the Ancillary Agreements and (v) the execution by Parent and/or its controlled Affiliates of an undertaking in customary form in favor of the OCS to comply with applicable Law (if required). (b) Notwithstanding anything to Without derogating from the contrary in other subsections of this Section 6.03, as promptly as practicable after the execution of this Agreement, the Company shall (i) file an application for the Company shall notOCS Approval, without Parent's to the extent such application was not submitted prior written consentto the execution of this Agreement, commit subject to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices the prior review and approval of such filing by Parent and (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall ii) use its commercially reasonable best efforts to effect (and obtain the OCS Approval, provided that the foregoing shall cause each not obligate the Company to pay the OCS money to obtain the OCS Approval unless Parent agrees in writing to promptly reimburse the Company for such payment. The Company shall, upon request of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall requestParent, but solely subject to applicable Law, promptly deliver to Parent a copy of each such filing made and each such approval obtained by it. The Company and its Representatives shall not conduct any negotiation with the OCS regarding the OCS Approval without prior coordination with Parent, and will permit Parent’s Representatives to participate in all discussions and meetings with OCS related thereto if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of so agreed to by the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectOCS. (c) The Subject to applicable Law and the instructions of any Governmental Entity, each of the Company and Parent each shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiarytheir subsidiaries, from any third party and/or any Governmental Entity with respect to such Transactions. Without derogating from the generality of the above, the Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any Ancillary Agreement. In addition, the Company shall, no later than 10 days before the Closing (and promptly with respect to material matters arising or discovered thereafter), supplement or amend the Schedules to Article III with respect to any matter hereafter arising or discovered that, if existing or known by the Company on the date hereof, would have been required to be set forth or described in the Schedules. No such notification and no such amendment or supplement of the Schedules shall (a) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement and the Ancillary Agreements, (b) limit or otherwise affect any remedies available to the party receiving such notice, or (c) constitute an acknowledgment or admission of a breach of this Agreement. (d) Neither the Company nor Parent shall permit any of its officers or any other Representatives to participate in any meeting or discussions with any Governmental Entity in respect of any Filings, investigation or other inquiry relating to the Merger or the other Transactions, including the applications described in Section 6.10, unless it consults with the other party in advance and shall, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. In connection with this Section 6.03, neither the Company nor any of its Affiliates shall be required to pay or commit to pay, nor shall the Company pay or commit to pay, any material amounts or incur any material liability unless directed to do so by Parent and approved by the Company Board. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental Filings and will cooperate in responding to any inquiry from a Governmental Entity, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or Filings to a Governmental Entity and supplying each other with copies of all material correspondence, Filings or communications between such party and any Governmental Entity with respect to this Agreement or the Transactions. (e) Nothing in ‎Section 6.03(a) shall (i) require Parent or any Affiliate of Parent to dispose of any of its material assets or to materially limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s material assets or material limits on the Company’s freedom of action with respect to any of its material businesses, or to commit or agree to any of the foregoing, (ii) require any non-controlled Affiliate of Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing or (iii) authorize the Company to commit or agree to any of the foregoing, in each case to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to any antitrust, competition or premerger notification, trade regulation or investment law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Proceeding relating to Antitrust Laws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and the other Transaction Documents, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby and thereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval Permit, approval, waiver or waiver from, exemption from or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (iib) the obtaining of all necessary consents, approvals Permits or waivers from third parties, (iiic) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Transaction Documents or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. (b) Notwithstanding anything ; provided, however, that, other than as provided in Section 6.03 hereof, a party shall not be obligated to take any action pursuant to the contrary in this Agreementforegoing if the taking of such action or the obtaining of any Permit, (i) the Company shall notapproval, without Parent's prior written consent, commit waiver or exemption is reasonably likely to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of be materially burdensome to such party and its Subsidiaries taken as a whole or to commit impact in a materially adverse manner the economic or business benefits of the transactions contemplated hereby so as to any divestitures, licenses, hold separate arrangements or similar matters), and render inadvisable the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effecttransactions. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall hereto agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents and approvals qualifications from Governmental Entities and the making of all necessary registrations and registrations, filings and the notifications and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, ; (ii) the obtaining of all necessary consentsConsents, approvals qualifications, approvals, waivers or waivers exemptions from non- governmental third parties, ; (iii) the defending of any lawsuits lawsuit or other ProceedingsLegal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything The parties shall reasonably cooperate with each other in connection with the making of all such filings, including furnishing to the contrary others such information and assistance as a party may reasonably request in connection with its preparation of any filing or submission that is necessary or allowable under applicable competition or other Law or requested by any competition authorities. The parties shall 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 any Law (including all information required to be included in the Company’s disclosure documents) in connection with the Transactions. To the extent permitted by applicable Law or any relevant Governmental Entity, and subject to all applicable privileges, including the attorney-client privilege, each party hereto shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other Transactions, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding and (iii) promptly inform the other parties hereto of any material communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Merger or any of the other Transactions. The parties hereto will consult and reasonably cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to any other applicable federal, state or foreign competition, merger control, antitrust or similar Law, including any proceeding under 16 C.F.R. § 803.20. (c) Any party may, as it reasonably deems advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 6.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. In addition, except as may be prohibited by any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or telephone conference of which such party shall have advance notice (other than telephone conversations to the extent they relate to administrative matters) with representatives of any Governmental Entity relating to any such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or proceeding. (d) In furtherance and not in limitation of the foregoing, subject to the terms and conditions of this Agreement, (i) each of the Company parties hereto shall not, without Parent's prior written consent, commit respond to and seek to resolve as promptly as reasonably practicable any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow objection asserted by any of its Subsidiaries Governmental Entity with respect to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit toTransactions, and shall use its reasonable best efforts to effect (and defend any action, suit, dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental Entity, whether judicial or administrative, whether brought by private parties or Governmental Entities or officials, challenging this Agreement or the consummation of the Transactions. Each of the parties hereto shall cause each of use its Subsidiaries to commit to and use their reasonable best efforts to effecttake such action as is reasonably necessary to ensure that no Governmental Entity enters any order, decision, Judgment, decree, ruling, injunction (preliminary or permanent), or establishes any such divestituresLaw, licensesrule, hold separate arrangements regulation or similar matters as Parent shall requestother action preliminarily or permanently restraining, but solely if such divestitures, licenses, hold separate arrangements enjoining or similar matters are contingent on prohibiting the consummation of the Offer Merger or the other Transactions, or to ensure that no Governmental Entity with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date. In the event that any action is threatened or instituted challenging the Merger as violative of any Law, each of the parties hereto shall use its reasonable best efforts to take such action as is reasonably necessary to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, each of the parties hereto shall use its reasonable best efforts to take promptly such steps as are reasonably necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the End Date and shall cooperate with one another in connection with all proceedings related to the foregoing. The actions required hereunder shall include, without limitation, the proposal, negotiation and acceptance by the Company or Parent prior to the End Date of (i) any and all divestitures of the businesses or assets of it or its Subsidiaries or its Affiliates, (ii) any agreement to hold any assets of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries separate, (iii) any limitation to or modification of any of the businesses, services or operations of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries, and (iiiv) any other action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the businesses, assets, properties or services of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries), neither Parent nor in each case as may be required by any of its Subsidiaries applicable Governmental Entity in order to obtain approval for the Transactions; provided, however, that no party hereto shall be required to become subject to, or consent or agree (to or otherwise take any action with respect to, any order, requirement, condition, understanding or agreement of or with a Governmental Entity to sell, to license, to hold separate or otherwise dispose of, or to conduct, restrict, operate, or otherwise change their assets or businesses, unless such order, requirement, condition, understanding or agreement is conditioned upon the occurrence of the Closing. (Ae) In connection with and without limiting the foregoing, the Company, the Company OP and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions, take all action necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the Company Merger and the other Transactions. (f) In connection with and without limiting the foregoing, Parent, Parent OP, Merger Sub and the Parent Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions, take all action necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the Company Merger and the other Transactions. (g) Each of the Company and the Company OP, on the one hand, and Parent and Parent OP, on the other hand, shall, to the extent permitted by applicable Law and any relevant Governmental Entity and subject to all privileges (including the attorney-client privilege), promptly (and in any event within two (2) Business Days) notify the other party in writing of: (i) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions; (ii) any action, suit, claim, investigation or proceeding commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company, the Company OP or any of the Company Subsidiaries or Parent or its Subsidiaries or (B) any of the Company or its Parent Subsidiaries) , as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any divestituresof the representations and warranties contained herein, licensesor that relates to the consummation of the Transactions; (iii) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be likely to cause the conditions set forth in Article VII not to be satisfied; (iv) any notice or other communication from any Governmental Entity in connection with the Merger; (v) in the case of the Company, hold separate arrangements or similar mattersany Event which, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, either individually or in the aggregate, has had or would reasonably be expected likely to have a Company Material Adverse Effect or would reasonably be likely to materially impair or delay the ability of the Company or the Company OP to consummate the Merger; (vi) in the case of Parent, any Event which, either individually or in the aggregate, has had or would reasonably be likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect.would reasonably be likely to materially impair or delay the ability of Parent or Parent OP to consummate the Merger; and (cvii) The Company and Parent each shall keep the other apprised any failure of the status of matters relating such party to completion of the Transactionscomply with or satisfy any covenant, including promptly furnishing the other condition or agreement to be complied with copies of notice or other communications received satisfied by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsit hereunder.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with the foregoing, Parent and the Company agree that Parent shall have primary responsibility for the preparation and filing of all applications, filings or other materials with the PSCW, the ICC, the FCC, the FERC under Section 203 of the Power Act, any other Federal or state regulatory agency or commission, in each case with respect to the Transactions; provided, however, that the Company shall have the right to review and approve in advance drafts of all such applications, filings and other materials, including testimony and responses to discovery requests. In connection with and without limiting the foregoing, Parent, the Company, the Company Board and the Parent Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Each of Parent and the Company shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed under the HSR Act, and the rules and regulations promulgated thereunder with respect to the Transactions. Notwithstanding the foregoing, the Company and its Representatives and Parent and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) or 5.03(b). (b) Notwithstanding anything The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the contrary in this AgreementCompany, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the Company failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall notaffect the representations, without Parent's prior written consentwarranties, commit covenants or agreements of the parties or the conditions to any divestituresthe obligations of the parties under this Agreement. (c) As used in Section 6.03(a), licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow the term "reasonable best efforts" shall not require either party to dispose of any of its Subsidiaries assets or to commit limit its freedom of action with respect to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required businesses, or to agree (consent to any disposition of its assets or limits on such party's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (A"Antitrust Laws") Parent or its Subsidiaries or (B) to the Company Required Statutory Approvals or its SubsidiariesParent Required Statutory Approvals or to avoid the entry of any Order in any suit or proceeding relating to Antitrust Laws, other than dispositions, limitations or consents or commitments (i) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersthat, individually or in the aggregate, have not had and would not reasonably be expected to (A) have a material adverse effect on the business, properties, condition (financial or otherwise) or results of operations of Parent Material Adverse Effect and the Parent Subsidiaries, taken as a whole or (B) have a Company Material Adverse Effect. material adverse effect on the business, properties, condition (cfinancial or otherwise) The or results of operations of the Company and Parent each shall keep the other apprised Company Subsidiaries, taken as a whole and (ii) that otherwise are consistent with the satisfaction of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsconditions set forth in Section 7.01(c).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, including (i) the identification and obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, including those set forth in Section 3.4(b) of the Disclosure Schedule, with each party bearing its costs for obtaining the waivers, approvals and consents referred to in clauses (i) and (ii) of this sentence, (iii) subject to Section 6.13, the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement. ; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to prepay or redeem debt (bor notes), amend or waive the provisions of any Contract, or to pay any consent or similar fees or payments, or divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how, in each case unless such action is conditioned upon the consummation of the Merger. Without limitation of the foregoing, each of Parent and the Company undertakes and agrees (x) Notwithstanding anything to file as soon as practicable, and in any event prior to 10 business days after the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and (y) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (1) any applicable Federal or state securities laws, (2) any applicable competition, antitrust or investment laws of jurisdictions other than the United States and (3) any other applicable law; provided, however, that, subject to appropriate confidentiality protections, the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and all attachments thereto to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any non-filing party and its outside counsel. Each of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), Parent and the Company shall commit to(i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each party shall use (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity and, subject to applicable law, permit the other party and its reasonable best efforts outside counsel to effect review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat, in each case to the extent reasonably practicable; and (iii) furnish as promptly as reasonably practicable the other party with copies of all correspondence, filings, and written communications (and a reasonable explanation of the substance of oral communications) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger. Without limiting the foregoing, if any objections are asserted with respect to the transactions contemplated hereby under any antitrust law, or if any suit or proceeding is instituted or threatened by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any antitrust law, the parties shall cause each of its Subsidiaries to commit to and use their reasonable best efforts promptly to effect), resolve any such divestituresobjections. At the request of Parent, licensesthe Company shall agree to divest, hold separate arrangements or similar matters as Parent shall requestotherwise take or commit to take any action that limits its freedom of action with respect to, but solely if or its ability to retain, any of the businesses, services or assets of the Company or any of its Subsidiaries, provided that any such divestitures, licenses, hold separate arrangements or similar matters are contingent on action may be conditioned upon the consummation of the Offer Merger and (ii)the other transactions contemplated by this Agreement. However, neither notwithstanding any contrary provision of this Agreement, Parent shall not be required to make any such request, nor any of its Subsidiaries shall Parent be required to agree (with respect to any prohibition, condition, limitation or other requirement that (A) prohibits or materially limits the ownership, operation or control by the Company, the Company’s Subsidiaries, the Surviving Corporation or Parent or its Subsidiaries any of their Affiliates of any material portion of the business, operations or assets of the Company, the Company’s Subsidiaries, the Surviving Corporation, Parent or any of their Affiliates, or compels the Company, the Company’s Subsidiaries, the Surviving Corporation, Parent or any of their Affiliates to dispose of or hold separate any material portion of their business or assets as a result of the Merger, (B) seeks to impose limitations on the Company ability of Parent to acquire, hold, or its exercise full rights of direct or indirect ownership of the Surviving Corporation or any of the Company’s material Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practicesthe right to vote the capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Surviving Corporation and to declare or pay dividends on any capital stock of the Surviving Corporation and the Company’s Subsidiaries, if such divestitures, licenses, arrangements or similar matters(C) would, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, financial condition, assets, liabilities or results of operations of Parent and its Subsidiaries (other than the Company and its Subsidiaries after the Effective Time), taken as a whole, with materiality for purposes of the foregoing being measured in relation to the size and scale of the operations of the Company and its Subsidiaries taken as a whole or (D) would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole (each of (A) through (D), a “Substantial Burden”). (b) Each of the Company, Parent and Sub shall give notice as promptly as reasonably practicable to the other parties of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause (A) any representation or warranty contained in this Agreement made by it (and in the case of Parent, made by Sub) to be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied by it (and in the case of Parent, by Sub) in any material respect; (ii) any written notice or other communication from any Governmental Entity in connection with the Merger; and (iii) in the case of the Company, any change or development that is reasonably likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The materially impair or delay the ability of the Company and its Subsidiaries to consummate the Merger or, in the case of Parent each shall keep and Sub, any change or development that is reasonably likely to materially impair or delay the other apprised ability of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or Sub to consummate the CompanyMerger; provided, as however, that the case may be, delivery or non-delivery of any of its Subsidiary, from any Governmental Entity with respect notice pursuant to this Section 6.5(b) shall not limit or otherwise affect the remedies available hereunder to the Transactionsparty receiving such notice.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (v) the negotiation and execution of the Manufacturing Contracts containing the terms and conditions set forth on Exhibit K and such other terms and conditions reasonably satisfactory to Xxxxxxxx American, B&W and RJR (it being the understanding of the parties that certain subsidiaries of Xxxxxxxx American and certain subsidiaries of BAT will enter into Manufacturing Contracts to replace the existing manufacturing Contracts that B&W has entered into with various BAT subsidiaries) and the negotiation and execution of certain other supply arrangements related thereto (collectively, the "Commercial Agreements") and (ivvi) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In connection with and without limiting the foregoing, B&W and RJR shall duly (x) file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement and (y) make all necessary notifications, if any, under the EC Merger Regulation (the "EC Filings"). The HSR Filing shall be in substantial compliance with the requirements of the HSR Act and the EC Filings shall be in substantial compliance with the EC Merger Regulation. Subject to Section 6.03(c), each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and the EC Filings, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and the EC Filings. In connection with and without limiting the foregoing, RJR and the RJR Board shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements. (b) Nothing in Section 6.03(a) shall require B&W or RJR to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the other party's assets or limits on the other party's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing (each, a "Regulatory Requirement"), 79 and nothing in Section 6.03(a) shall authorize either B&W or RJR to commit or agree to any Regulatory Requirement, to obtain any consents, approvals, permits or authorizations, in connection with, or to remove any impediments to, the Merger relating to the HSR Act or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit, action or proceeding relating to the HSR Act. (c) Without limiting the generality of Section 6.03(a) upon the terms and subject to the conditions set forth in this agreement, each of the parties hereto (i) will, and will cause each of its affiliates to, execute and deliver each Transaction Agreement to which it is a party on or prior to the Closing Date and (ii) will cause Xxxxxxxx American (A) to execute and deliver the Joinder Agreement and each other Transaction Agreement to which it is a party on or prior to the Closing Date and (B) as the sole stockholder of Sub to adopt this Agreement. (bd) Notwithstanding anything to the contrary The parties hereto agree that, other than as expressly set forth in Articles I and II of this Agreement, such party will not permit Xxxxxxxx American (iand will cause Xxxxxxxx American not to permit Sub) the Company shall notor B&W Opco to issue, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements sell or similar matters, including covenants affecting business operating practices deliver (or allow become obligated to issue, sell or deliver) any shares of its Subsidiaries to commit to any divestiturescapital stock of, licensesor equity, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice voting or other communications received by Parent or the Company, as the case may beownership interests in, or any of its Subsidiarysecurity convertible or exercisable into, from any Governmental Entity with respect to the Transactionscapital stock or other equity, voting or other ownership interest in Xxxxxxxx American, B&W Opco or Sub.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall hereto agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents and approvals qualifications from Governmental Entities and the making of all necessary registrations and registrations, filings and the notifications and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, ; (ii) the obtaining of all necessary consentsConsents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits lawsuit or other ProceedingsLegal Proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything The parties shall reasonably cooperate with each other in connection with the making of all such filings, including furnishing to the contrary others such information and assistance as a party may reasonably request in connection with its preparation of any filing or submission that is necessary or allowable under applicable competition or other Law or requested by any competition authorities. The parties shall 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 any Law (including all information required to be included in the Company’s disclosure documents) in connection with the Transactions. To the extent permitted by applicable Law or any relevant Governmental Entity, and subject to all applicable privileges, including the attorney-client privilege, each party hereto shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the other Transactions, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding and (iii) promptly inform the other parties hereto of any material communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Merger or any of the other Transactions. The parties hereto will consult and reasonably cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to any other applicable federal, state or foreign competition, merger control, antitrust or similar Law, including any proceeding under 16 C.F.R. § 803.20. (c) Any party may, as it reasonably deems advisable and necessary, designate any competitively sensitive material provided to the other parties under this Section 6.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. In addition, except as may be prohibited by any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or telephone conference of which such party shall have advance notice (other than telephone conversations to the extent they relate to administrative matters) with representatives of any Governmental Entity relating to any such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or proceeding. (d) In furtherance and not in limitation of the foregoing, subject to the terms and conditions of this Agreement, (i) each of the Company parties hereto shall not, without Parent's prior written consent, commit respond to and seek to resolve as promptly as reasonably practicable any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow objection asserted by any of its Subsidiaries Governmental Entity with respect to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit toTransactions, and shall use its reasonable best efforts to effect (and defend any action, suit, dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental Entity, whether judicial or administrative, whether brought by private parties or Governmental Entities or officials, challenging this Agreement or the consummation of the Transactions. Each of the parties hereto shall cause each of use its Subsidiaries to commit to and use their reasonable best efforts to effecttake such action as is reasonably necessary to ensure that no Governmental Entity enters any order, decision, Judgment, decree, ruling, injunction (preliminary or permanent), or establishes any such divestituresLaw, licensesrule, hold separate arrangements regulation or similar matters as Parent shall requestother action preliminarily or permanently restraining, but solely if such divestitures, licenses, hold separate arrangements enjoining or similar matters are contingent on prohibiting the consummation of the Offer Merger or the other Transactions, or to ensure that no Governmental Entity with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End Date. In the event that any action is threatened or instituted challenging the Merger as violative of any Law, each of the parties hereto shall use its reasonable best efforts to take such action as is reasonably necessary to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, each of the parties hereto shall use its reasonable best efforts to take promptly such steps as are reasonably necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the End Date and shall cooperate with one another in connection with all proceedings related to the foregoing. The actions required hereunder shall include, without limitation, the proposal, negotiation and acceptance by the Company or Parent prior to the End Date of (i) any and all divestitures of the businesses or assets of it or its Subsidiaries or its Affiliates, (ii) any agreement to hold any assets of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries separate, (iii) any limitation to or modification of any of the businesses, services or operations of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries, and (iiiv) any other action (including any action that limits the freedom of action, ownership or control with respect to, or ability to retain or hold, any of the businesses, assets, properties or services of Parent or any of the Parent Subsidiaries or of the Company or any of the Company Subsidiaries), neither Parent nor in each case as may be required by any of its Subsidiaries applicable Governmental Entity in order to obtain approval for the Transactions; provided, however, that no party hereto shall be required to become subject to, or consent or agree (to or otherwise take any action with respect to, any order, requirement, condition, understanding or agreement of or with a Governmental Entity to sell, to license, to hold separate or otherwise dispose of, or to conduct, restrict, operate, or otherwise change their assets or businesses, unless such order, requirement, condition, understanding or agreement is conditioned upon the occurrence of the Closing. (Ae) In connection with and without limiting the foregoing, the Company, the Company OP and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions, take all action necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the Company Merger and the other Transactions. (f) In connection with and without limiting the foregoing, Parent, Parent OP, Merger Sub and the Parent Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Partnership Merger, the Company Merger or any of the other Transactions, take all action necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the Company Merger and the other Transactions. (g) Each of the Company and the Company OP, on the one hand, and Parent and Parent OP, on the other hand, shall, to the extent permitted by applicable Law and any relevant Governmental Entity and subject to all privileges (including the attorney-client privilege), promptly (and in any event within two (2) Business Days) notify the other party in writing of: (i) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions; (ii) any action, suit, claim, investigation or proceeding commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company, the Company OP or any of the Company Subsidiaries or Parent or its Subsidiaries or (B) any of the Company or its Parent Subsidiaries) , as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any divestituresof the representations and warranties contained herein, licensesor that relates to the consummation of the Transactions; (iii) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be likely to cause the conditions set forth in Article VII not to be satisfied; (iv) any notice or other communication from any Governmental Entity in connection with the Merger; (v) in the case of the Company, hold separate arrangements or similar mattersany Event which, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, either individually or in the aggregate, has had or would reasonably be expected likely to have a Company Material Adverse Effect or would reasonably be likely to materially impair or delay the ability of the Company or the Company OP to consummate the Merger; (vi) in the case of Parent, any Event which, either individually or in the aggregate, has had or would reasonably be likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect.would reasonably be likely to materially impair or delay the ability of Parent or Parent OP to consummate the Merger; and (cvii) The Company and Parent each shall keep the other apprised any failure of the status of matters relating such party to completion of the Transactionscomply with or satisfy any covenant, including promptly furnishing the other condition or agreement to be complied with copies of notice or other communications received satisfied by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsit hereunder.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall Company, Parent and Acquisition agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Transactionstransactions contemplated by this Agreement, including (i) the making of all necessary applications, registrations and filings (including filings with Governmental Entities, if any, and making the filings and taking such other actions as are required by Section 5.11 hereof), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from Governmental Entities and other third parties, including, without limitation, all Governmental Approvals (as hereinafter defined), (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement and (iv) the defending of any lawsuits or other legal proceedings, judicial or administrative, challenging this AgreementAgreement or the consummation of the transactions contemplated hereby, including the using of all reasonable best efforts necessary to lift, rescind, vacate or mitigate the effect of any stay, injunction or restraining order or other order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby. (b) Notwithstanding anything The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the contrary in this AgreementCompany, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or (ii) the Company shall notfailure by it to comply with or satisfy in any material respect any covenant, without Parent's prior written consentcondition or agreement to be complied with or satisfied by it under this Agreement. Each of Parent and Acquisition, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters)on the one hand, and the Company Company, on the other hand, hereby represent that, other than as previously disclosed to each other on the Disclosure Schedule (which disclosure shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effectnot constitute a breach), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer date hereof they do not have actual knowledge of a breach of the representations and (ii)warranties being made by the other party, neither PROVIDED HOWEVER that a party alleging a breach of the representation or warranty made by the other party pursuant to this sentence must reasonably demonstrate that such other party did in fact possess such actual knowledge. Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) and Acquisition on the one hand and the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep on the other apprised of the status of matters relating hand each hereby represent that they have not provided any information to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or made any of its Subsidiary, from any Governmental Entity with respect statements to the Transactionsother which would (or with the passage of time would) be reasonably likely to permit or allow such party to claim that the other party did indeed possess such actual knowledge. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and the Company Board (i) shall take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or the CVR Agreement and (ii) shall, if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or the CVR Agreement, take all actions necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the CVR Agreement or otherwise act to render such state takeover statute or similar statute or regulation inapplicable to the foregoing. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03 from taking any action permitted by Section 5.02 (Solicitation; Change of Company Recommendation). (b) Notwithstanding anything The Company and Parent shall make or file, or cause to made or filed, as promptly as practicable, with the contrary appropriate Governmental Entity all filings, forms, registrations and notifications required to be filed to consummate the Merger under any applicable Antitrust Law, and subsequent to such filings, the Company and Parent shall, and shall cause their respective Affiliates to, as promptly as practicable, respond to inquiries from Governmental Entities, or provide any supplemental information that may be requested by Governmental Entities, in connection with filings made with such Governmental Entities. The Company and Parent shall file, or cause to be filed, the notification and report forms required under the HSR Act no later than ten (10) Business Days after the date of this Agreement, (i) the Company shall notand any filings, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements notifications or similar matters, including covenants affecting business operating practices submissions (or allow drafts thereof, as appropriate) required under any other applicable Antitrust Laws as promptly as practicable, but no later than thirty (30) Business Days, after the date of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), this Agreement. Each of Parent and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause i) cooperate with each of its Subsidiaries to commit to and use their reasonable best efforts to effect), other in connection with any such divestitures, licenses, hold separate arrangements filing and in connection with resolving any investigation or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation other inquiry of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (Governmental Entity under applicable Laws with respect to any such filing, (Aii) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent keep each shall keep the other apprised of the status of matters relating any communications with and any inquiries or requests for additional information from any Governmental Entity, (iii) comply as promptly as practicable with any such inquiry or requests for additional information, (iv) give the other party reasonable prior notice of any such filings or submissions and, to completion the extent reasonably practicable, of any communication to or from any Governmental Entity regarding the Transactions, and provide the other party a reasonable opportunity to review, comment on and discuss in advance, and consider in good faith the views of the other party in connection with, any such filings, submissions and communications, and (v) unless prohibited by applicable Law, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Transactions without the other party (other than telephone calls regarding routine administrative matters), (B) give the other party reasonable prior notice of any such meeting or substantive conversation, and (C) furnish the other party with copies of all filings, submissions and substantive communications to or from any Governmental Entity regarding the Transactions; provided that confidential information pertaining to each party may be withheld or redacted as appropriate (except that such confidential information shall not be withheld or redacted from copies of any filings, submissions, communications or other documents made available by a party to the other parties’ outside counsel); provided, further, that, notwithstanding the foregoing, materials made available to the other parties’ outside counsel may be redacted to remove references concerning the valuation of the Company and the Merger. (c) Without limiting the generality of paragraph (a), Parent shall, and shall cause the Parent Subsidiaries to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Companytaking all such further action as may be necessary to resolve such objections, if any, as the case may beUnited States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities, competition authorities of any other nation or other jurisdiction or any of its Subsidiary, from any other Governmental Entity or Person may assert under any Law with respect to the Transactions, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity or Person with respect to the Transactions so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent, the Parent Subsidiaries (including the Surviving Corporation) or their Affiliates and (y) otherwise taking or committing to take any actions that after the Effective Time would limit the freedom of Parent, the Parent Subsidiaries (including the Surviving Corporation) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any Judgment in any Proceeding that would otherwise have the effect of preventing the Closing, materially delaying the Closing or delaying the Closing beyond the Outside Date; provided, however, that neither the Company nor any Company Subsidiary shall become subject to, or be required to consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order, unless such requirement, condition, understanding, agreement or order is binding only in the event that the Closing occurs. Except as otherwise permitted under this Agreement, Parent shall not (and shall cause the Parent Subsidiaries and Affiliates not to) take or agree to take any action that would be reasonably likely to prevent or materially delay the Closing. Parent shall cause its Affiliates to comply with the obligations set forth in this Section 6.03 as if such Affiliates were Parent, and any failure by any of its Affiliates to comply with such obligations shall be deemed for all purposes of this Agreement to be a breach of this Agreement by Parent. (d) The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notice (or failure to give any such notice) shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article VII to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iiiiv) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within 15 Business Days) after the date of this Agreement. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent and the Parent Board shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Merger and the other Transactions. (c) Notwithstanding this Section 6.03 or anything else to the contrary in this Agreementherein, (i) the Company Parent shall not, without Parent's prior written consent, commit not be required to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow dispose of any of its Subsidiaries assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust 55 Restriction, or to commit or agree to any divestituresof the foregoing (each, licenses, hold separate arrangements or similar mattersa “Regulatory Requirement”), and the Company shall not, and nothing in Section 6.03(a) or Section 6.03(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (d) Subject to applicable Law, each party shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with obtaining all mandatory or appropriate nonactions and Consents from Governmental Entities, and each party shall (i) keep one another reasonably informed as to the status of and the processes and proceedings relating to obtaining nonactions and Consents from Governmental Entities, (ii) give prompt notice to the other party of any direct or indirect communication with a Governmental Entity in connection with the Transactions or with any person alleging that the consent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter, (iii) prior to making any direct or indirect substantive communication with a Governmental Entity or submission of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals to a Governmental Entity in connection with the Transactions, provide the other party and its counsel a reasonable opportunity to review, and shall use its reasonable best consider in good faith the comments of the other party in connection with any such communications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals, and (iv) unless impractical, allow the other party to participate in any substantive teleconference or in-person meetings with a Governmental Entity in connection with the Transactions; provided, however, that no notification pursuant to this Section 6.03(d) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (e) Notwithstanding this Section 6.03 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to effect obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity relating to any Antitrust Laws; provided that (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as i) Parent shall request, but solely if provide the Company with reasonable prior notice of commitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer efforts and (ii), neither ) Parent nor any of its Subsidiaries shall be required to agree (consult with the Company and consider the Company’s views with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or matters in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.good faith. SECTION

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall Parties agrees to use their respective all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsTransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with any Governmental Entity, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the TransactionsTransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of of, this Agreement; provided, however, that in connection with any filing or submission or other action required to be made or taken by any Party to effect the Transactions contemplated hereby, neither Seller nor any of the Companies shall without the prior written consent of Parent commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, materially limits its ability to conduct the business of the Companies or its ability to retain any material portion of the assets of the Companies. (b) Notwithstanding anything The Sellers shall give prompt notice to the contrary in this Agreement, Parent of (i) any representation or warranty made by either of them contained in this Agreement becoming untrue or inaccurate in any respect or (ii) the Company failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall notaffect the representations, without Parent's prior written consentwarranties, commit to any divestitures, licenses, hold separate arrangements covenants or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation agreements of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required Parties or the conditions to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised obligations of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the TransactionsParties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, including Section 6.03(e), each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, Proceedings challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement or the Ancillary Agreements and (v) the execution by Parent and/or its controlled Affiliates of an undertaking in customary form in favor of the OCS to comply with applicable Law (if required). (b) Notwithstanding anything to Without derogating from the contrary in other subsections of this Section 6.03, as promptly as practicable after the execution of this Agreement, the Company shall (i) file an application for the Company shall notOCS Approval, without Parent's to the extent such application was not submitted prior written consentto the execution of this Agreement, commit subject to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices the prior review and approval of such filing by Parent and (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall ii) use its commercially reasonable best efforts to effect (and obtain the OCS Approval, provided that the foregoing shall cause each not obligate the Company to pay the OCS money to obtain the OCS Approval unless Parent agrees in writing to promptly reimburse the Company for such payment. The Company shall, upon request of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall requestParent, but solely subject to applicable Law, promptly deliver to Parent a copy of each such filing made and each such approval obtained by it. The Company and its Representatives shall not conduct any negotiation with the OCS regarding the OCS Approval without prior coordination with Parent, and will permit Parent’s Representatives to participate in all discussions and meetings with OCS related thereto if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of so agreed to by the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectOCS. (c) The Subject to applicable Law and the instructions of any Governmental Entity, each of the Company and Parent each shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiarytheir subsidiaries, from any third party and/or any Governmental Entity with respect to such Transactions. Without derogating from the generality of the above, the Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any Ancillary Agreement. In addition, the Company shall, no later than 10 days before the Closing (and promptly with respect to material matters arising or discovered thereafter), supplement or amend the Schedules to Article III with respect to any matter hereafter arising or discovered that, if existing or known by the Company on the date hereof, would have been required to be set forth or described in the Schedules. No such notification and no such amendment or supplement of the Schedules shall (a) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement and the Ancillary Agreements, (b) limit or otherwise affect any remedies available to the party receiving such notice, or (c) constitute an acknowledgment or admission of a breach of this Agreement. (d) Neither the Company nor Parent shall permit any of its officers or any other Representatives to participate in any meeting or discussions with any Governmental Entity in respect of any Filings, investigation or other inquiry relating to the Merger or the other Transactions, including the applications described in Section 6.10, unless it consults with the other party in advance and shall, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. In connection with this Section 6.03, neither the Company nor any of its Affiliates shall be required to pay or commit to pay, nor shall the Company pay or commit to pay, any material amounts or incur any material liability unless directed to do so by Parent and approved by the Company Board. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental Filings and will cooperate in responding to any inquiry from a Governmental Entity, including immediately informing the other party of such inquiry, consulting in advance before making any presentations or Filings to a Governmental Entity and supplying each other with copies of all material correspondence, Filings or communications between such party and any Governmental Entity with respect to this Agreement or the Transactions. (e) Nothing in Section 6.03(a) shall (i) require Parent or any Affiliate of Parent to dispose of any of its material assets or to materially limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s material assets or material limits on the Company’s freedom of action with respect to any of its material businesses, or to commit or agree to any of the foregoing, (ii) require any non-controlled Affiliate of Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing or (iii) authorize the Company to commit or agree to any of the foregoing, in each case to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to any antitrust, competition or premerger notification, trade regulation or investment law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Proceeding relating to Antitrust Laws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the REIT Merger and the other Transactions, including (i) the obtaining of using reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of to make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; provided, including under however, that Parent will not be required to agree to, or proffer to, (A) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent’s, the HSR Act and Company’s or any applicable laws, regulations of their respective Affiliates’ businesses or statutes relating (B) cease to the regulation of monopolies conduct business or competition operations in any foreign jurisdictionsjurisdiction in which Parent, (ii) the obtaining Company or any of all necessary consents, approvals their respective Affiliates conducts business or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation operations as of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes date of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and . Each party shall use its reasonable best efforts (i) to effect (and shall cause each obtain consents of all third parties necessary, proper or advisable for the consummation by such party or any of its Subsidiaries Affiliates of the transactions contemplated by this Agreement (including without limitation obtaining the consents required under the agreements set forth on Section 3.03(b) of the Company Disclosure Letter or Section 4.03(b) of Parent Disclosure Letter, as the case may be); provided that, without the prior written consent of Parent, the Company shall not agree to commit any significant modification to any contractual arrangement to obtain such consents or certificates; (ii) to provide any material notices to third parties required to be provided by the Company or any of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and use their reasonable best efforts (iii) to effect)comply in all material respects with the terms of the insurance policies. (b) In connection with and without limiting the foregoing, any such divestituresthe Company, licenses, hold separate arrangements Company L.P. and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar matters as Parent shall requeststatute or regulation is or becomes applicable to this Agreement, but solely if such divestituresthe Voting Agreements, licensesthe REIT Merger, hold separate arrangements the OP Merger or similar matters are contingent on consummation any of the Offer other Transactions and (ii)) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, neither Parent nor the Voting Agreements, the REIT Merger, the OP Merger or any of its Subsidiaries shall the other Transactions, take all action necessary to ensure that the REIT Merger, the OP Merger and the other Transactions may be required consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to agree (with respect to (A) Parent minimize the effect of such statute or its Subsidiaries or (B) regulation on the Company or its Subsidiaries) to any divestituresREIT Merger, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectOP Merger and the other Transactions. (c) The Company shall give notice to Parent within 48 hours of becoming aware of any representation or warranty made by it and Parent each contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 7.02(a) would not be satisfied; provided that no such notification shall keep affect the other apprised representations, warranties, covenants or agreements of the status of matters relating parties or the conditions to completion the obligations of the Transactionsparties under this Agreement. Back to Contents (d) Parent shall give notice to the Company within 48 hours of becoming aware of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 7.03(a) would not be satisfied; provided that no such notification shall affect the representations, including promptly furnishing warranties, covenants or agreements of the other with copies of notice or other communications received by Parent parties or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect conditions to the Transactionsobligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable and in any case prior to the Outside Date, the Merger and the other Transactions, including (i) the obtaining of all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary or advisable registrations and filings as determined by Parent (including filings with Governmental Authorities, if any) after consultation and discussion with, and consideration in good faith of the views of, the Company, and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings through the Outside Date, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements in accordance with the terms and subject to the conditions thereof. In furtherance and not in limitation of the foregoing, each of Parent and the Company shall, (x) as promptly as reasonably practicable after the date hereof, but in any event not later than 10 Business Days after the date hereof, unless otherwise agreed by the parties, file with the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), (y) as promptly as reasonably practicable make each other filing required or advisable pursuant to any Foreign Regulatory Law of any jurisdiction specified in Section 6.03(a) of the Company Disclosure Letter (a “Specified Foreign Regulatory Law”) and (z) as promptly as reasonably practicable make each other filing required or advisable in the view of Parent after consultation and discussion with, and consideration in good faith of the views of, the Company, pursuant to any other Foreign Regulatory Law. Each of the parties hereto shall cooperate reasonably with each other in connection with the making of all such filings or responses, promptly inform the other of, and provide the other party hereto with copies of, any substantive communications with any Governmental Authority (or summaries thereof in the case of oral communications) or filings in connection with the Transactions. To the extent permitted by applicable Law, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall use reasonable best efforts to consult and cooperate with one another, provide any reasonably necessary information, consider in good faith the views of one another, and permit the other party hereto the opportunity to review and provide comments in advance, in connection with any presentations, memoranda, briefs, or other submissions made or provided to any Governmental Authority by or on behalf of any party hereto in connection with proceedings or regulatory reviews under or relating to the HSR Act or any other Antitrust Law or Foreign Regulatory Law related to the Transactions. Each of the parties agrees to provide reasonable advance notice to the other party of any substantive meeting(s) (including teleconferences or videoconferences) with any Governmental Authority in respect of any submission, notification or investigation under any Antitrust Law or Foreign Regulatory Law and provide the other party the opportunity to attend to the extent reasonably practical and permitted by applicable Law or Governmental Authority unless otherwise agreed by the parties in advance. Without limiting the obligations of Parent set forth in this Agreement, Parent shall control the strategy associated with obtaining approvals, consents, or waivers necessary to consummate the Transaction under any Antitrust Law or Foreign Regulatory Law. (b) Notwithstanding anything Subject to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any limitations of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersSection 6.03(d), and each of the Company parties shall commit to, and shall make prompt use of its reasonable best efforts to effect take all reasonably necessary, proper or advisable steps to (i) avoid the entry of, and shall cause (ii) resist, vacate, modify, reverse, suspend, prevent, eliminate or remove any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any Action or inquiry of any kind, in the case of each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer foregoing clauses (i) and (ii), that would reasonably be expected to prevent, enjoin or otherwise prohibit the consummation of the Transactions, including (A) through the time of the Outside Date (including any relevant extensions), the defense through litigation (excluding any appeals) on the merits of any claim asserted in any court, agency or other Action by any person or entity (including any Governmental Authority) seeking to prevent, enjoin or otherwise prohibit consummation of the Transactions and (B) proposing, negotiating, committing to and agreeing to (x) sell, lease, exclusively license, divest or otherwise dispose of, or hold separate pending such disposition of, assets, operations, rights, product lines, licenses, businesses or interests therein, (y) restrictions or actions that after the Effective Time would limit Parent’s or its Subsidiaries’ (including the Company’s and the Company Subsidiaries’) freedom of action, conduct or operations, or (z) enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, and, in each case, entering into agreements with, submitting to orders of, the relevant Governmental Authority giving effect to, and otherwise promptly effecting, such transactions, restrictions or actions) (such transactions, restrictions or actions described in clause (B) above, a “Regulatory Remedy”) if such action described in clause (A) or (B) above should be reasonably necessary, proper or advisable so as to permit the consummation of the Transactions prior to the Outside Date; provided that neither Parent Company nor any of its the Company Subsidiaries shall agree to any Regulatory Remedy without the written consent of Parent. Nothing in this Section 6.03(b) shall require either Parent or the Company to effectuate or agree to effectuate any Regulatory Remedy unless such Regulatory Remedy is conditioned upon the Closing and only effective following the Closing. (c) The Company shall give prompt notice to Parent, and Parent or Merger Sub shall give prompt notice to the Company, of (i) any written communication received from any Person alleging that the consent of such Person is or may be required in connection with the Transactions or (ii) any written communication from any Governmental Authority in connection with this Agreement or the Transactions; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under the Transaction Agreements. (d) Nothing in Section 6.03(a), Section 6.03(b) or any other part of this Agreement shall require Parent or its Subsidiaries, or require or authorize, without the prior written consent of Parent, the Company or the Company Subsidiaries, to propose, negotiate, agree or consent to (i) any Regulatory Remedies described in clause (x) of the definition thereof with respect to the Company’s or the Company Subsidiaries’ businesses, assets or product lines that would result in a material impact on the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole, following the Transactions; (ii) any Regulatory Remedies described in clause (x) of the definition thereof with respect to Parent’s or its Subsidiaries’ businesses, assets or product lines (other than with respect to the assets or product lines of the Company and the Company Subsidiaries in accordance with clause (i) above); or (iii) any Regulatory Remedies described in clause (y) or (z) of the definition thereof or any other conduct restrictions with respect to (A) Parent (1) the business, assets or its product lines of the Company or the Company Subsidiaries or (B2) Parent’s audioconferencing and videoconferencing business and the Company or its Subsidiaries) to any divestituresassets and product lines included therein, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar mattersin each case that would have, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect material impact on the business, financial condition or a Company Material Adverse Effect. (c) The results of operations of the Company and Parent each shall keep the other apprised of Company Subsidiaries, together with Parent’s audioconferencing and videoconferencing business, taken as a whole, following the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice Transactions or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity (B) with respect to any businesses, assets or product lines of Parent or its Subsidiaries, other than Parent’s audioconferencing and videoconferencing business and the Transactionsassets and product lines included therein, or in each case to commit to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating to the HSR Act, Foreign Antitrust Laws, or other antitrust, competition, or premerger notification, or trade regulation law, regulation or order (collectively, “Antitrust Laws”) or Foreign Regulatory Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding related to Antitrust Laws or Foreign Regulatory Laws (any such action or effect described in clauses (i), (ii), or (iii) a “Burdensome Effect”).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (ia) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or nonactions, waivers, consents waivers and approvals Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval a Consent or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iic) the obtaining of all necessary consents, approvals Consents or waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (iiid) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity preventing consummation of any of the Transactions vacated or reversed and (ive) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything to Agreement and the contrary in this Agreementother Transaction Agreements. In connection with and without limiting the foregoing, (i) the Company and the Company Board shall not, without Parent's prior written consent, commit (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any divestitures, licenses, hold separate arrangements Transaction or this Agreement or any other Transaction Agreement and (B) if any state takeover statute or similar mattersstatute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, including covenants affecting business operating practices take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions and (ii) Parent, on behalf of itself and its subsidiaries and affiliates, is hereby deemed to have granted any consent with respect to, and waived compliance with any requirements of, any term or allow provision of any Contract or arrangement in effect as of the date of this Agreement, between and among Parent or any of its Subsidiaries to commit to any divestituressubsidiaries or affiliates, licenses, hold separate arrangements or similar matters)on the one hand, and the Company shall commit toor any Company Subsidiaries or affiliates, and shall use its reasonable best efforts on the other hand, to effect (and shall cause each the extent necessary in order to consummate the Transactions without resulting in a breach, default or other violation of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestituresContract or arrangement. Notwithstanding the foregoing, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or and its Subsidiaries) to Representatives shall not be prohibited under this Section 7.03 from taking any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectaction permitted by Section 6.02. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsOffer and the Merger, and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Authority and the making of all necessary registrations and filings (including filings with any Governmental Authority, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits Lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. (b) Notwithstanding anything to the contrary in this Agreement; provided, (i) however, that no loan agreement or contract for borrowed money entered into by the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to agree (with respect increase the amount payable thereunder or otherwise to (A) Parent or its Subsidiaries or (B) be more burdensome to the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its SubsidiarySubsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent (which approval shall not be unreasonably withheld). Nothing contained in this Section 8.4 shall prohibit the Company and its Subsidiaries from taking any Governmental Entity with respect action permitted by Section 8.5 or from terminating this Agreement pursuant to the TransactionsSection 10.1.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Entity vacated that would restrain, prevent or reversed delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. . In connection with and without limiting the foregoing, the Company and the Company Board shall (bi) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with 44 the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to the contrary in this AgreementSection 6.03, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries. (i) Without limiting the generality of the undertakings pursuant to this Section 6.03, the parties hereto shall provide or cause to be provided as promptly as practicable to Governmental Entities with regulatory jurisdiction over enforcement of any applicable federal, state, local or foreign antitrust, competition, premerger notification or trade regulation law, regulation or order ("ANTITRUST LAWS" and each such Governmental Entity, a "GOVERNMENTAL ANTITRUST ENTITY") information and documents requested by any Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the Transactions, including preparing and filing any notification and report form and related material required under the HSR Act and any additional Consents and filings under any Antitrust Laws as promptly as practicable following the date of this Agreement (but in no event more than five business days from the date hereof) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act and any additional Consents and filings under any Antitrust Laws; (ii) the parties shall use their best efforts to take such actions as are necessary or advisable to obtain prompt approval of consummation of the Transactions by any Governmental Antitrust Entity; and (iii) the parties shall use their best efforts to resolve any objections and challenges, including by contest through litigation on the merits, negotiation or other action, that may be asserted by any Governmental Antitrust Entity with respect to the transaction contemplated by this Agreement under the HSR Act and any Antitrust Laws. (c) Notwithstanding anything in this Agreement to the contrary, in no event will Parent or Sub be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the reasonable judgment of Parent, could be expected to limit the right of Parent or the Surviving Corporation to own or operate all or any portion of their respective businesses or assets. With regard to any Governmental Antitrust Entity, neither the Company shall notnor any Company Subsidiary (or any of their respective affiliates) shall, without Parent's prior written consentconsent in Parent's sole discretion, discuss or commit to any divestituresdivestiture transaction, licensesor discuss or commit to alter their businesses or commercial practices in any way, hold separate arrangements or similar mattersotherwise take or commit to take any action that limits the Parent's freedom of action with respect to, including covenants affecting business operating practices (or allow the Parent's ability to retain any of its Subsidiaries to commit to any divestituresthe businesses, licensesproduct lines or assets of, hold separate arrangements the Surviving Corporation or similar matters), and otherwise receive the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each full benefits of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectthis Agreement. (cd) The Company shall give prompt notice to Parent, and Parent each or Sub shall keep the other apprised of the status of matters relating give prompt notice to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (e) As soon as reasonably practicable following the execution of this Agreement, Parent, in its capacity as the case may besole stockholder of Sub, or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsshall adopt this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall agrees to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the REIT Merger and the other Transactions, including (i) the obtaining of using reasonable best efforts to obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of to make all necessary registrations registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; provided, including under however, that Parent will not be required to agree to, or proffer to, (A) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the HSR Act and Company's or any applicable laws, regulations of their respective Affiliates' businesses or statutes relating (B) cease to the regulation of monopolies conduct business or competition operations in any foreign jurisdictionsjurisdiction in which Parent, (ii) the obtaining Company or any of all necessary consents, approvals their respective Affiliates conducts business or waivers from third parties, (iii) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation operations as of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes date of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, (i) the . The Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts (i) to effect (and shall cause each obtain consents of all third parties necessary, proper or advisable for the consummation by the Company or any of its Subsidiaries Affiliates of the transactions contemplated by this Agreement (including without limitation obtaining the consents required under the agreements set forth on Section 3.03(b) of the Company Disclosure Letter); provided that, without the prior written consent of the Parent, the Company shall not agree to commit any significant modification to any contractual arrangement to obtain such consents or certificates; (ii) to provide any notices to third parties required to be provided by the Company or any of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and use their reasonable best efforts (iii) to effect)comply in all material respects with the terms of the insurance policies. (b) In connection with and without limiting the foregoing, any such divestituresthe Company, licenses, hold separate arrangements Company L.P. and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar matters as Parent shall requeststatute or regulation is or becomes applicable to this Agreement, but solely if such divestituresthe Voting Agreements, licensesthe REIT Merger, hold separate arrangements the OP Merger or similar matters are contingent on consummation any of the Offer other Transactions and (ii)) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, neither Parent nor the Voting Agreements, the REIT Merger, the OP Merger or any of its Subsidiaries shall the other Transactions, take all action necessary to ensure that the REIT Merger, the OP Merger and the other Transactions may be required consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreements and otherwise to agree (with respect to (A) Parent minimize the effect of such statute or its Subsidiaries or (B) regulation on the Company or its Subsidiaries) to any divestituresREIT Merger, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectOP Merger and the other Transactions. (c) The Company shall give notice to Parent within 48 hours of becoming aware of any representation or warranty made by it and Parent each contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 7.02(a) would not be satisfied; provided that no such notification shall keep affect the other apprised representations, warranties, covenants or agreements of the status of matters relating parties or the conditions to completion the obligations of the Transactionsparties under this Agreement. (d) Parent shall give notice to the Company within 48 hours of becoming aware of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 7.03(a) would not be satisfied; provided that no such notification shall affect the representations, including promptly furnishing warranties, covenants or agreements of the other with copies of notice or other communications received by Parent parties or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect conditions to the Transactionsobligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall Buyer Parties and the Company agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents and approvals qualifications from Governmental Entities and the making of all necessary registrations and registrations, filings and the notifications and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, ; (ii) the obtaining of all necessary consentsConsents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits lawsuit or other Proceedingslegal proceeding, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions under any antitrust or competition Law, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. (b) Notwithstanding . In connection with obtaining any consent or approval from any non-governmental third parties with respect to the Transactions, notwithstanding anything to the contrary in this Agreement, (iA) without the prior written consent of the Buyer Parties (not to be unreasonably conditioned, withheld or delayed), the Company shall not, without Parent's prior written consent, not and shall not permit any of the Company Subsidiaries or JV Entities to pay or commit to pay, to such Person whose approval or consent is being solicited any divestiturescash or other consideration, licenses, hold separate arrangements make any commitment or similar matters, including covenants affecting business operating practices incur any liability or other obligation due to such Person or modify any Contract and (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation B) none of the Offer and (ii), neither Parent nor any of its Subsidiaries Buyer Parties or their affiliates shall be required to agree (with respect pay or commit to (A) Parent pay to such Person whose approval or its Subsidiaries or (B) the Company or its Subsidiaries) to consent is being solicited any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice cash or other communications received by Parent consideration, make any commitment or the Company, as the case may be, incur any liability or any of its Subsidiary, from any Governmental Entity with respect to the Transactionsother obligation.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger, including (i) the identification and obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver fromform, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.1. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to prepay or redeem debt, amend or waive the provisions of any Contract, or to pay any consent or similar fees or payments, or divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how unless such action is conditioned upon the consummation of the Merger. Without limiting the foregoing, Parent and its Subsidiaries shall not take or agree to take any action or make any commitment with respect to any acquisition of businesses or assets which would reasonably be expected to delay or prevent consummation of the Merger. (b) Notwithstanding anything Without limitation of the foregoing, each of Parent and the Company undertakes and agrees to the contrary in this Agreement, (i) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission (the “FTC”) or the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) for information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters, and (ii) not enter into any agreement with the FTC, the Antitrust Division or any other Governmental Entity not to consummate the Transactions, except with the prior written consent of the other parties hereto. Parent shall offer to take (and if such offer is accepted, commit to take) all steps which it is capable of taking to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity with respect to the Offer or the Merger so as to enable the consummation thereof as promptly as reasonably practicable and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Without limiting the foregoing, Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective Subsidiaries, in order to 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 preventing or delaying the consummation of the Merger. At the request of Parent, the Company shall not, without Parent's prior written consent, commit agree to any divestitures, licensesdivest, hold separate arrangements or similar mattersotherwise take or commit to take any action that limits its freedom of action with respect to, including covenants affecting business operating practices (or allow its ability to retain, any of the businesses, services, or assets of the Company or any of its subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the other Transactions. Notwithstanding anything herein to the contrary, in no event shall Parent or Sub be required, nor shall the Company or any of its Subsidiaries be permitted, to sell, divest or dispose of any asset or business, or otherwise commit to any divestituresaction that limits its freedom of action with respect to the business, licensesservices or assets of Parent, hold separate arrangements the Surviving Corporation or similar matters)their respective Subsidiaries pursuant to this Section 7.5 to the extent such action would reasonably be expected to have a material adverse effect on the Parent and Surviving Corporation on a consolidated basis after giving effect to the Merger. (c) Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity and, subject to applicable law, permit the other party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement, the Offer or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the Company shall commit tosubstance thereof) between them and their affiliates and their respective representatives on the one hand, and any Governmental Entity or members or their respective staffs on the other hand, with respect to this Agreement, the Offer and the Merger. (d) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to cause one of its Subsidiaries in the United States (other than the Surviving Corporation or its Subsidiaries) to enter into definitive financing agreements to provide a credit facility to such Subsidiary under which, following the Closing, the Surviving Corporation will have access to borrowings in an aggregate amount that shall be sufficient to allow the Company to operate substantially consistent with such operations in the last 12 months, including similar funding of the Company’s businesses in Europe (the “Financing Agreement”), so that the Financing Agreement is in effect (as promptly as reasonably practicable after the date hereof and consummate such financing at or prior to Closing. Parent shall keep the Company informed of the status of the financing process relating to the Financing Agreement and shall provide from time to time, such information as the Company may reasonably request in respect thereof. The Company shall, and shall cause each of its Subsidiaries to, provide such reasonable cooperation as may be reasonably requested by Parent in connection with the Financing Agreement, including (i) upon reasonable advance notice by Parent, participation in meetings, drafting sessions, due diligence sessions, and management presentation sessions, (ii) reasonably facilitating the pledging of collateral following paydown of amounts under the Credit Agreement at or after the Effective Time, (iii) the execution and delivery of loan agreements and related documents, effective following paydown of amounts under the Credit Agreement at or after the Effective Time, and (iv) allowing Parent and its lender’s representatives such access as may be reasonably necessary for their due diligence; provided that, the Company shall not be required to commit to and use their reasonable best efforts to effect), provide any such divestituresassistance which would interfere unreasonably with the business or operations of the Company and the Company Subsidiaries; and provided, licensesfurther, hold separate arrangements that, without the Company’s consent, which shall not unreasonably be withheld, in no event shall any property level due diligence involve environmental tests or similar matters as assessments more intrusive to such properties than those tests and assessments necessary to prepare Phase I reports. Parent shall requestpromptly, but solely if such divestituresupon request by the Company, licenses, hold separate arrangements reimburse the Company for all reasonable out-of-pocket third party costs incurred by the Company or similar matters are contingent on consummation any of the Offer and (ii)Company Subsidiaries in connection with such cooperation. In connection with any of the foregoing, neither Parent nor none of the Company or any of its Subsidiaries shall be required to agree (with respect pay any commitment or other similar fee or reimburse the expenses of any party prior to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectEffective Time. (ce) The If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under Section 7.5(d), the Financing Agreement is terminated prior to the Closing, in whole or in part, for any reason, Parent shall (i) promptly notify the Company of such expiration or termination and Parent each shall keep the other apprised reasons therefore and (ii) use its reasonable best efforts promptly to arrange for alternative financing (upon terms and conditions substantially comparable to those contained in such expired or terminated commitments or agreements) to replace the financing contemplated by such expired or terminated commitments or agreements in an amount sufficient to assure the continued operation of the status of matters relating Surviving Corporation in accordance with its operations prior to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of Closing and for its Subsidiary, from any Governmental Entity with respect to the Transactionssolvency.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall, and shall use cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable and in any event prior to the most expeditious manner practicableOutside Date, the Offer, the Merger and the other Transactions, including (i) the making of all necessary notices to, and the obtaining of all necessary or advisable actions or nonactionsnon-actions, waiverswaivers and consents from, consents and approvals from any third party (including any Governmental Entities and Entity) with respect to this Agreement or the Transactions, in each case as requested by Parent, provided that the Company shall not be required to make, or agree to make, any payments, or enter into or amend any Contract, in connection therewith, (ii) the making of all necessary registrations registrations, declarations and filings with, and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding a Proceeding by, any Governmental Entity, including under Entity with respect to this Agreement or the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesTransactions, (iii) the defending or contesting of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In addition and without limiting the foregoing, the Company and the Company Board shall (A) take all action necessary to ensure that no restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if the restrictions on business combinations of any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, use its reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. Each of Parent and the Company shall not, and shall not permit their respective subsidiaries to, enter into or consummate any transaction, agreement, arrangement, or acquisition of any ownership interest or assets of any Person, the effect of which would reasonably be expected to impair, materially delay or prevent any required approvals, or expiration of the waiting period, under the HSR Act, or require any approvals or filings under any Foreign Antitrust Laws. (b) Notwithstanding Parent and the Company shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, in consultation and cooperation with the other, file (i) with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the Offer, the Merger or any of the other Transactions as promptly as practicable (but in no event later than ten business days after the date of this Agreement) and (ii) all appropriate filings, notices, applications or similar documents required under any Foreign Antitrust Law applicable to the Transactions as promptly as reasonably practicable. Parent shall, with the Company’s reasonable cooperation, file all appropriate filings, notices, applications or similar documents required under any Foreign Antitrust Law applicable to the Transactions as promptly as reasonably practicable. Any such filings shall be in substantial compliance with the requirements of the HSR Act or the applicable Foreign Antitrust Laws, as the case may be. Each of Parent and the Company shall (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any Foreign Antitrust Law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other Governmental Entity regarding the Offer, the Merger or any of the other Transactions, and permit the other party (or its outside counsel if necessary to retain confidentiality) to review and discuss in advance, and consider in good faith the views of, and permit the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Offer, the Merger or any of the other Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Offer, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Offer, the Merger and the other Transactions and (iv) comply with any inquiry or request from the FTC, the DOJ or any other Governmental Entity as promptly as reasonably practicable. Any such additional information shall be in substantial compliance with the requirements of the HSR Act or the applicable Foreign Antitrust Law, as the case may be. The parties agree not to extend, directly or indirectly, any waiting period under the HSR Act or any Foreign Antitrust Law or enter into any agreement with a Governmental Entity to delay or not to consummate the Offer, the Merger or any of the other Transactions, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such party and any Governmental Entity relating to the Transactions. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 6.02 as “outside counsel only.” Such materials and the information contained therein shall be given only to 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. (c) Parent and Merger Sub agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act or any Foreign Antitrust Law that may be required by any Governmental Entity, so as to enable the parties to close the Transactions as promptly as practicable (and in any event by or before the Outside Date); provided, however that nothing in this Section 6.02 and notwithstanding anything to the contrary in this Agreement, neither Parent nor Merger Sub shall have any obligation to (or to cause any of their respective subsidiaries or affiliates or the Company or the Company Subsidiary to): (i) sell, license, divest or dispose of or hold separate the Company shall notassets, without Parent's prior written consentIntellectual Property or businesses of any entity, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of any entity, (iii) change or modify any course of conduct regarding future operations of any entity, (iv) otherwise take any action that would limit the freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein or (v) commit to take any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices such action in the foregoing clause (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersi), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither (iii) or (iv); provided, however that Parent nor any of its Subsidiaries and Merger Sub shall be required to agree take the actions in the foregoing clause (i), (ii), (iii) or (iv) with respect to the Company or the Company Subsidiary (including, after the Effective Time, the Surviving Corporation) if such action (A) Parent is necessary to obtain required clearances or its Subsidiaries waiting period expirations or terminations as may be required under the HSR Act or any Foreign Antitrust Law by or before the Outside Date and (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matterswould not, individually or in the aggregate, would reasonably be expected to have be materially detrimental to the benefits to be derived by Parent and its affiliates as a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion result of the Transactions. In addition, including promptly furnishing the other with copies of notice Company shall not offer or other communications received by Parent or the Company, as the case may be, or commit to take any of its Subsidiarythe actions referred to in clause (i), from (ii), (iii) or (iv) of the immediately preceding sentence without Parent’s prior written consent. For the avoidance of doubt, Parent shall not require the Company to, and the Company shall not be required to, take any Governmental Entity action with respect to any Judgment or any applicable Law that binds the TransactionsCompany prior to the Effective Time.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations and registrations, filings and the notifications and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, Entity (including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, Act); (ii) the obtaining of all necessary consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. For the avoidance of doubt, the Company and its Representatives shall not be prohibited under this Section 8.1 from taking any action permitted by Section 7.3. The obligation of the Company to use “reasonable best efforts” under this Section 8.1 shall not include any obligation to agree to, and neither the Company nor the Company Subsidiary shall agree (without the prior consent of Parent) to, a modification of the terms of such documents, or to make any guaranty or monetary payment in consideration of any waiver, consent or approval. Without prejudice or limitation to the representations, warranties or covenants in this Agreement, each party acknowledges and agrees that the issuance of security clearances is in the discretion of the appropriate Governmental Entities, and no party shall bear responsibility for the results of the exercise of such discretion. (b) Notwithstanding anything to Without limiting the contrary in this Agreementforegoing, (i) each of the Company shall notCompany, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), Parent and the Company shall commit to, and Merger Sub shall use its reasonable best efforts to effect (make an appropriate filing of a Notification and shall cause each of its Subsidiaries Report Form pursuant to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (HSR Act with respect to (A) Parent or its Subsidiaries or (B) the Transactions as promptly as practicable and any other required submissions under the HSR Act that the Company or its SubsidiariesParent determines should be made, in each case with respect to the Transactions, 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, but in any event within five (5) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in Business Days after the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectdate hereof. (c) The Company Company, Parent and Merger Sub shall cooperate with each other in connection with the making of all such filings, including furnishing to the others such information and assistance as a party may reasonably request in connection with its preparation of any filing or submission that is necessary or allowable under applicable Antitrust Laws or other Law or requested by any competition authorities. The Company, Parent and Merger Sub shall 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 any Law (including all information required to be included in the Company’s disclosure documents) in connection with the Transactions. To the extent permitted by applicable Law or any relevant Governmental Entity, and subject to all applicable privileges, including the attorney client privilege, each party hereto shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other Transactions, (ii) keep the other apprised of parties hereto informed as to the status of matters relating to completion of the Transactionsany such request, including inquiry, investigation, action or legal proceeding and (iii) promptly furnishing inform the other with copies parties hereto of notice any material communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other communications received by Parent or Governmental Entity regarding the Company, as the case may be, Merger or any of its Subsidiarythe other Transactions. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to any Antitrust Law. (d) Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this section as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. In addition, except as may be prohibited by any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or telephone conference with representatives of any Governmental Entity relating to any such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or proceeding. (e) Without limiting any other obligations of the Parties hereunder, the Parties shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Entity with respect to the Transactions, and shall defend any action, suit, dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental Entity or any arbitrator or arbitration panel, whether judicial or administrative, whether brought by private parties or Governmental Entities or officials, challenging this Agreement or the consummation of the Transactions. The required actions by Parent hereunder shall include acceptance by Parent of (i) divestitures of businesses or assets of it or its subsidiaries or its affiliates or of the Company or the Company Subsidiary to the extent such divestitures do not include material businesses or assets or would not otherwise materially impact the business of Parent or the business of either the Company or the Company Subsidiary, (ii) any agreement to hold any assets of Parent or its subsidiaries or its affiliates or of the Company or the Company Subsidiary separate to the extent such agreement would not otherwise materially impact the business of Parent or the business of either the Company or the Company Subsidiary, (iii) any agreement to license any portion of the business of Parent or its subsidiaries or its affiliates or of the Company or the Company Subsidiary to the extent such agreement would not otherwise materially impact the business of Parent or the business of either the Company or the Company Subsidiary, and (iv) any limitation to or modification of any of the businesses, services or operations of Parent or its subsidiaries or its affiliates or of the Company or the Company Subsidiary to the extent such limitation or modification would not otherwise materially impact the business of Parent or the business of either the Company or the Company Subsidiary, in each case as may be required by any applicable Governmental Entity in order to obtain approval for the Transactions. (f) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall, to the extent permitted by applicable Law and any relevant Governmental Entity and subject to all privileges (including the attorney client privilege), promptly (and in any event within two (2) Business Days) notify the other party in writing of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; (ii) any notice or other communication from any Governmental Entity in connection with the Transactions; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company Subsidiaries or Parent or any of its subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of the representations and warranties contained herein, or that relate to the consummation of the Transactions. (g) The filing fees assessed under the HSR Act shall be paid by Parent. With respect to any actions taken by the Company pursuant to this Section 8.1 after the filing of the initial notification submitted pursuant to the HSR Act, Parent shall promptly reimburse the Company for all documented out-of-pocket fees and expenses reasonably incurred by the Company in connection with or relating to any challenge of the Transactions pursuant to the HSR Act or any other antitrust laws or the Company’s efforts to consummate the Transactions (including the fees and expenses of all attorneys, consultants, economists and other experts retained by the Company and all duplicating, travel and related expenses). (h) Prior to the Closing Date, the Company shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of NYSE Amex to cause the delisting of the Company and of the Company Common Stock from the NYSE Amex exchange as promptly as practicable after the Effective Time and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after such delisting. (i) If any Takeover Law becomes or is deemed to be applicable to the Company, Parent or Merger Sub, the Offer, the Merger or the Top-Up Option, including the acquisition of shares of Company Common Stock pursuant thereto, or any other Transactions, then the Company and the Company Board, as applicable, shall take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate, or if not possible minimize to the maximum extent possible, the effects of such Takeover Law on this Agreement, the Offer, the Merger, the Top-Up Option and the other Transactions. No Adverse Recommendation Change shall change the approval of the Company Board for purposes of causing any Takeover Law to be inapplicable to the Transactions. (j) The Company (i) shall provide reasonable assurances to Parent that each of DSS and any other Governmental Entity responsible for the maintenance of the Company’s facility security clearances will not terminate, suspend, revoke or in any way materially change either the Government Contracts with the Company or the Company’s facility security clearance with respect to such Government Contracts as a result of this Agreement or the consummation of the Transactions, and (ii) shall have taken and shall continue to take reasonable steps to cause the Company to retain, as required by Parent, and to assist Parent (and its officers, directors, employees and agents) in obtaining, the requisite facility and personnel security clearances for Parent to own and operate the Company (and any successor thereto) and its business as currently conducted without delay or interruption. Parent shall cooperate in good faith to reasonably assist the Company in connection with the requirements and obligations under this Section 8.1(j).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties party shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Transactions, including (i) the obtaining of all necessary actions or nonactionsadvisable Consents from, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings with and the taking of all reasonable steps as may be necessary to obtain any necessary approval a Consent from or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental Entity, including under Entity or other third party with respect to this Agreement or the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsTransactions, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the obtaining consummation of all necessary consents, approvals or waivers from third partiesthe Transactions, (iii) the defending or contesting of any lawsuits or other Proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, in the case of each of clauses (i) through (iv), other than with respect to Consents, registrations, declarations, filings, instruments and Proceedings relating to or under the HSR Act, Section 721 or any other Required Regulatory Approval, which are the subject of Sections 6.03(b), 6.03(c) and 6.03(d), as applicable. (b) Notwithstanding anything Without limiting the generality of the foregoing and subject to Section 6.03(c), upon the terms and subject to the contrary conditions set forth in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and each party shall use its reasonable best efforts to effect take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to (i) obtain, or cause to be obtained, all Required Regulatory Approvals (provided, however, that Parent shall not be required to, and the Company shall cause each not, without the prior written consent of Parent, take any such action that is not conditioned upon the Closing), (ii) cooperate with the other parties in promptly seeking to obtain all such Required Regulatory Approvals and (iii) provide such other information to any Governmental Entity as such Governmental Entity may lawfully request in connection herewith. Without limiting the generality of the foregoing and subject to Section 6.03(c), upon the terms and subject to the conditions set forth in this Agreement, Parent acknowledges and agrees that, other than with respect to any Required Regulatory Approval under Section 721, its Subsidiaries obligation to commit to and use their its reasonable best efforts pursuant to effect), this Section 6.03(b) includes (A) defending or contesting any such divestitures, licenses, hold separate arrangements Proceeding challenging this Agreement or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on the consummation of the Offer Transactions, including seeking to have any stay, temporary restraining order, preliminary injunction or permanent injunction entered by any Governmental Entity vacated or reversed and (B) proposing, negotiating, effecting or agreeing to effect or executing any settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other Person; provided, however, that Parent shall not be required to take any such action described in clause (B) that is not conditioned upon the Closing. Without limiting the generality of the foregoing, (i) each party agrees to make an appropriate filing, if necessary, as promptly as reasonably practicable, but in any event (x) pursuant to the HSR Act no later than 10 Business Days following the date of this Agreement and (y) pursuant to Section 721 no later than the first Business Day immediately following November 10, 2018, and (ii), neither Parent nor any of its Subsidiaries shall be required ) each party agrees to agree (with respect to (A) Parent or its Subsidiaries or (B) make the Company or its Subsidiaries) appropriate filings pursuant to any divestituresother Required Regulatory Approval as promptly as reasonably practicable following the date of this Agreement, licensesand in all cases, hold separate arrangements to supply as promptly as reasonably practicable to the applicable Governmental Entity any additional information and documentary material that may be requested pursuant to the HSR Act, Section 721 or similar matters, including covenants affecting business operating practices, if the other such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectRequired Regulatory Approval. (c) The Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Section 6.03 shall require Parent, Merger Sub or any of their respective subsidiaries to, and the Company shall not, without the prior written consent of Parent, propose, negotiate, effect or agree to, or execute any settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other Person obligating Parent, any of its subsidiaries or the Company to, (i) sell, divest, license or otherwise convey or hold separate any asset or business of Parent, the Company or any of their respective subsidiaries, (ii) terminate any existing relationship, contractual right or obligation of Parent, any of its subsidiaries or the Company, (iii) create any relationship, contractual right or obligation of Parent, any of its subsidiaries or the Company or (iv) implement any limitations or restrictions on the ability of Parent, Merger Sub or any of their respective subsidiaries to hold and exercise full rights of ownership of any Equity Interests in the Surviving Corporation, including the right to vote such Equity Interests, or to effectively control the business or operations of the Company, other than, in the case of clauses (i), (ii) or (iii), any such sale, divestiture, license, conveyance or hold separate, or termination or creation of any relationship, contractual right or obligation, that is exclusively related to any radioligand therapy product under development by Parent solely for the treatment of prostate cancer as of the date of this Agreement (any such product, a “Permitted Product”); provided that the terms and conditions of such sale, divestiture, license, conveyance or hold separate, or termination or creation of any relationship, contractual right or obligation, that is exclusively related to a Permitted Product would not (A) materially impair the anticipated benefits of the Transactions to Parent and its subsidiaries (other than, for the avoidance of doubt, any such benefit related to such Permitted Product), (B) have a material adverse effect on any product currently marketed or under development by Parent (other than, for the avoidance of doubt, such Permitted Product) and (C) be on terms and conditions that are unreasonably burdensome to Parent (a “Permitted Antitrust Action”) (each action or condition described in clauses (i)-(iv), other than a Permitted Antitrust Action, a “Burdensome Condition”). (d) Each of Parent and the Company shall keep (i) furnish to the other apprised party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act, Section 721 or any other Required Regulatory Approval, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the United States Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) and any other Governmental Entity regarding the Merger or any of the status other Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of matters the Merger or any of the other Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Merger and the other Transactions, (iv) comply with any inquiry or request from the FTC, the DOJ or any other Governmental Entity as promptly as reasonably practicable and (v) consult with one another in connection with any inquiry, hearing, investigation, Proceeding or litigation by, or negotiations with, any Governmental Entity relating to completion this Agreement, the Merger or any of the other Transactions, including promptly furnishing the scheduling of, and strategic planning for, any meetings with any Governmental Entity relating thereto. Any such additional information shall be in substantial compliance with the requirements of the HSR Act, Section 721 and the Laws governing the other with copies of notice or other communications received by Parent or the CompanyRequired Regulatory Approvals, as the case may be. Notwithstanding anything in this Agreement to the contrary, or Parent shall, on behalf of the parties, control and lead all communications and strategy for dealing with the FTC, the DOJ and any of its Subsidiary, from any other Governmental Entity with respect to the TransactionsHSR Act, Section 721 and any other Required Regulatory Approval, and Parent shall, on behalf of the parties, control and lead the defense strategy for dealing with any Proceedings challenging this Agreement or the consummation of the Transactions that are brought by or relate to the FTC, the DOJ or any other Governmental Entity with respect to the HSR Act, Section 721 or any other Required Regulatory Approval. (e) In addition to and without limiting any of the parties’ respective obligations in this Section 6.03, each of the Company, the Company Board, the Special Committee, Parent and Merger Sub shall (i) take all action necessary to ensure that no state takeover statute, “business combination”, “control share acquisition”, “fair price”, “moratorium” or similar Law is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute, “business combination”, “control share acquisition”, “fair price”, “moratorium” or similar Law becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article VII to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iiiiv) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within 15 Business Days) after the date of this Agreement. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent and the Parent Board shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Merger and the other Transactions. (c) Notwithstanding this Section 6.03 or anything else to the contrary in this Agreementherein, (i) the Company Parent shall not, without Parent's prior written consent, commit not be required to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow dispose of any of its Subsidiaries assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust Restriction, or to commit or agree to any divestituresof the foregoing (each, licenses, hold separate arrangements or similar mattersa “Regulatory Requirement”), and the Company shall not, and nothing in Section 6.03(a) or Section 6.03(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (d) Subject to applicable Law, each party shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with obtaining all mandatory or appropriate nonactions and Consents from Governmental Entities, and each party shall (i) keep one another reasonably informed as to the status of and the processes and proceedings relating to obtaining nonactions and Consents from Governmental Entities, (ii) give prompt notice to the other party of any direct or indirect communication with a Governmental Entity in connection with the Transactions or with any person alleging that the consent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter, (iii) prior to making any direct or indirect substantive communication with a Governmental Entity or submission of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals to a Governmental Entity in connection with the Transactions, provide the other party and its counsel a reasonable opportunity to review, and shall use its reasonable best consider in good faith the comments of the other party in connection with any such communications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals, and (iv) unless impractical, allow the other party to participate in any substantive teleconference or in-person meetings with a Governmental Entity in connection with the Transactions; provided, however, that no notification pursuant to this Section 6.03(d) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (e) Notwithstanding this Section 6.03 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to effect obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity relating to any Antitrust Laws; provided that (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as i) Parent shall request, but solely if provide the Company with reasonable prior notice of commitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer efforts and (ii), neither ) Parent nor any of its Subsidiaries shall be required to agree (consult with the Company and consider the Company’s views with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or matters in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectgood faith. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall, and shall use cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings with and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental Entity, including under Entity with respect to this Agreement or the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsTransactions, (ii) the obtaining of all necessary consents, approvals defending or waivers from third parties, (iii) the defending contesting of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iviii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Without limiting the generality of the foregoing, but subject in each case to the final sentence of this Section 6.03(a), Parent acknowledges and agrees that its obligation to use reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done, all things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other Transactions includes (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other Person, (B) agreeing to sell, divest or otherwise convey or hold separate any asset or business of Parent, the Company or any of their respective subsidiaries, (C) permitting the Company to sell, divest or otherwise convey or hold separate any assets or businesses of the Company or any Company Subsidiary, (D) terminating existing relationships, contractual rights or obligations of Parent, the Company or any of their respective subsidiaries, (E) terminating any joint venture or other arrangement of Parent, the Company or any of their respective subsidiaries, (F) creating any relationship, contractual right or obligation of Parent, the Company or any of their respective subsidiaries and (G) effectuating any other change or restructuring of the Company or any Company Subsidiary (and, in the case of actions by or with respect to the Company or any Company Subsidiary, by consenting to such action by the Company or such Company Subsidiary (including any consents required under this Agreement with respect to such action); provided that any such action may, at the discretion of the Company, be conditioned upon the Closing), in each case such that all actions or non-actions, waivers and Consents from any Governmental Entity that are necessary in order to consummate the Offer, the Merger and the other Transactions are obtained at least 5 business days prior to the Outside Date. In addition and without limiting the foregoing, the Company and the Company Board shall (I) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (II) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Parent to: (1) agree to sell, divest or otherwise convey or hold separate AVXS-101, (2) permit the Company to sell, divest or otherwise convey or hold separate AVXS-101, (3) terminate existing relationships, contractual rights or obligations of the Company or any Company Subsidiary relating to the development of AVXS-101, (4) terminate any joint venture or other arrangement of the Company or any Company Subsidiary relating to the development of AVXS-101, (5) create any relationship, contractual right or obligation of the Company or any Company Subsidiary relating to the development of AVXS-101, (6) effectuate any other change or restructuring of the Company or any Company Subsidiary (and, in the case of actions by or with respect to the Company or any Company Subsidiary, by consenting to such action by the Company or such Company Subsidiary) relating to the development of AVXS-101, or (7) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity to do any of the foregoing in connection with the completion and consummation of the Transactions (each action or condition described in clauses (1)-(7), a “Burdensome Condition”). (b) Notwithstanding anything to Without limiting the contrary generality of the parties’ obligations under Section 6.03(a), and in this Agreementfurtherance thereof, Parent and the Company shall, in consultation and cooperation with the other, (i) file as promptly as practicable (but in no event later than seven business days after the Company shall notdate of this Agreement), without Parent's prior written consentwith the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, commit to any divestituresif any, licensesrequired under the HSR Act for the Offer, hold separate arrangements the Merger or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer other Transactions and (ii), neither Parent nor ) file as promptly as practicable all appropriate filings required under any of its Subsidiaries Foreign Merger Control Law. Any such filings shall be required to agree (in substantial compliance with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised requirements of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent HSR Act or the Companyapplicable Foreign Merger Control Law, as the case may be. Each of Parent and the Company shall (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any Foreign Merger Control Law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other Governmental Entity regarding the Offer, the Merger or any of its Subsidiarythe other Transactions, from and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Offer, the Merger or any of the other Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate with one another in the filing of, and consider the views of one another in connection with the form and content of, any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Offer, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Offer, the Merger and the other Transactions, (iv) comply with any inquiry or request from the FTC, the DOJ or any other Governmental Entity as promptly as reasonably practicable and (v) consult with one another in connection with any inquiry, hearing, investigation or litigation by, or negotiations with, any Governmental Entity relating to this Agreement, the Offer, the Merger or any of the other Transactions, including the scheduling of, and strategic planning for, any meetings with any Governmental Entity relating thereto. Any such additional information shall be in substantial compliance with the requirements of the HSR Act or the applicable Foreign Merger Control Law, as the case may be. Notwithstanding anything in this Agreement to the contrary, Parent shall, on behalf of the parties, control and lead all communications and strategy for dealing with the FTC, the DOJ, and any other Governmental Entity under the HSR Act or the Foreign Merger Control Laws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger. In furtherance of the foregoing, including (i) the Company shall use commercially reasonable efforts to, and shall cause its Subsidiary Deltek Danmark A/S to use its commercially reasonable efforts to, obtain a written consent to the Merger and related transaction from the licensor under each of the contracts specified in Section 6.5(a) of the Disclosure Schedule, (ii) each of the parties shall use their reasonable best efforts to (a) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Consents and the making of all necessary registrations Registrations specified in Section 3.3(c) and filings Section 4.3(c) and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or such Consents and to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsmake such Registrations, (iib) the obtaining of all other necessary consents, approvals or waivers from third parties, (iiic) the defending of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions taken by the Company expressly permitted under Section 6.3. Notwithstanding the foregoing, neither Parent or Sub, on the one hand, and the Company and its Subsidiaries, on the other hand, shall be obligated to amend or waive the provisions of any Contract, or to pay any consent or similar fees or payments unless such action is conditioned upon the consummation of the Merger. Without limiting the foregoing, none of the parties shall take or agree to take any action that would reasonably be expected to result in any of the conditions set forth in Article VII not being satisfied or to delay or prevent consummation of the Merger or the transactions contemplated by this Agreement. (b) Notwithstanding anything to Without limiting the contrary in this Agreementforegoing, (i) each of Parent and the Company shall notundertakes and agrees to file as soon as practicable, without Parent's and in any event prior written consentto ten (10) days after the date hereof, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (or allow any the “FTC”) and the Antitrust Division of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar mattersthe United States Department of Justice (the “Antitrust Division”), . Each of Parent and the Company shall commit to(i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Parent shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect)avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, State Attorney General or any of its Subsidiary, from any other Governmental Entity with respect to the TransactionsMerger so as to enable the consummation thereof as promptly as reasonably practicable and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. The Company shall agree if, and solely if, requested by Parent, 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, services, assets, properties, products, product lines, or rights of the Company or any of its Subsidiaries, or any interest therein; provided, however, that any such action shall be conditioned upon the consummation of the Merger and the transactions contemplated hereby. Each party shall (i) promptly notify the other party of any material communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing, (ii) to the extent practicable, not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat, and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement and the Merger or any filings, investigation or inquiry concerning this Agreement and the Merger.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) substantially complying with a request for additional documents or information under the HSR Act or any comparable request from any other Governmental Entity, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waiverswaivers and Consents from, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings with and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, a Proceeding by any Governmental Entity, including under Entity with respect to this Agreement or the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesTransactions, (iii) the defending or contesting of any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including avoiding the entry of and seeking to have any stay or stay, injunction, temporary restraining order or other restraint entered by any court or other Governmental Entity lifted, vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. (b) Without limiting the generality of the parties’ obligations under Section 5.03(a), and in furtherance thereof, Parent and the Company shall, in consultation and cooperation with the other (i) within ten business days of the date of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the Merger or any of the other Transactions, (ii) as promptly as practicable after the date of this Agreement, take all actions necessary to submit a draft notification with the European Commission, if any, required under the EC Merger Regulation for the Merger or any of the other Transactions and (iii) as promptly as practicable after the date of this Agreement make all appropriate filings with respect to all other applicable Foreign Merger Control Laws. Any such filings shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or the other applicable Foreign Merger Control Law, as the case may be. Each of Parent and the Company shall (A) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act, the EC Merger Regulation or any other applicable Foreign Merger Control Laws, (B) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ, the European Commission and any other Governmental Entity regarding the Merger or any of the other Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with any such filings, submissions, communications, inquiries or requests, (C) unless prohibited by applicable Law or by the applicable Governmental Entity, and to the extent reasonably practicable, (1) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of the Merger or any of the other Transactions without the other party, (2) give the other party reasonable prior notice of any such meeting or conversation, (3) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (4) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement, the Merger or any of the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity and (5) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of any Governmental Entity’s staff, on the other hand, with respect to this Agreement, the Merger and the other Transactions and (D) comply with any inquiry or request from the FTC, the DOJ, the European Commission or any other Governmental Entity as promptly as reasonably practicable. Any information provided by a party in response to a request for additional information from the FTC, the DOJ, the European Commission or any other Governmental Entity shall be in substantial compliance with the requirements of the HSR Act, the EC Merger Regulation or the other applicable Foreign Merger Control Law, as the case may be. Notwithstanding anything to the contrary contained in this Agreement, but subject to Parent’s obligations set forth in this Section 5.03, Parent shall have the right, following consultation with the Company and after giving due consideration to its views and acting reasonably and in good faith, to direct all matters with any Governmental Entity consistent with its obligations hereunder and Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances. (c) Notwithstanding anything to the contrary in this AgreementAgreement (including under Sections 5.03(a) and 5.03(b)) but subject to the immediately following sentence, the reasonable best efforts of Parent and Merger Sub shall not be deemed to include proposing, negotiating, committing, agreeing to, permitting to be done or effecting the sale, divestiture, disposal, lease, license, holding separate (iincluding by establishing a trust or otherwise) or other disposition of or limitation, condition or restriction on (including any amendment or modification to any existing limitation, condition or restriction on), the products, assets, operations or businesses of the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit toSubsidiaries or of Parent and its affiliates, or conduct remedies or other mitigation in respect of the products, assets, operations or businesses of the Company and shall use the Company Subsidiaries or of Parent and its reasonable best efforts to effect affiliates (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestituressale, licensesdivestiture, hold separate arrangements disposal, lease, license, holding separate, disposition, limitation, condition, restriction, conduct remedy or similar matters as other mitigation, a “Remedial Action”). Notwithstanding the immediately preceding sentence, Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to accept and agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if Remedial Actions sought to be imposed by Governmental Entities to the extent such divestitures, licenses, arrangements or similar matters, individually or Remedial Actions are consistent in scope and magnitude with those contained in the aggregateDOJ Consent Decree or Federal Communications Commission Order in connection with Parent’s acquisition of a controlling interest in NBCUniversal, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. but only (ci) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Company and the Company Subsidiaries and (ii) for a period of time not to exceed three years from the Effective Time. In addition, the Company shall not accept any Remedial Action without Parent’s prior written consent or direction, in which case the Company shall accept any such conditions and take any such actions as directed by Parent; provided that the Company shall not be required to accept any such conditions or take any such actions that are not conditioned upon consummation of the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements, each of the parties shall will use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby and thereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract, Order or license to which any Acquired Entity or Subsidiary is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain any necessary approval Permit, consent, approval, waiver from or waiver fromexemption, or (B) to avoid an action or proceeding by, by any Governmental EntityAuthority, including or (C) to avoid an occurrence of default under the HSR Act and provisions thereof, result in the acceleration of any applicable laws, regulations obligation thereunder or statutes relating give rise to the regulation a right of monopolies or competition in any foreign jurisdictionsparty thereto to terminate its obligations thereunder, (iib) the obtaining of all necessary consents, approvals or waivers from third partiesPermits, (iiic) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (ivd) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. (b) Notwithstanding anything ; provided, however, that other than as provided in Section 7.3 hereof, a party will not be obligated to take any action pursuant to the contrary foregoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in this Agreement, (i) a materially adverse manner the Company shall not, without Parent's prior written consent, commit economic or business benefits of the transactions contemplated hereby so as to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and render inadvisable the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of such transactions; provided, further, that the Offer Equityholders, Acquired Entities and (ii), neither Parent nor any of its Subsidiaries shall will not be required to agree (with respect make payments in order to (A) Parent obtain such actions, nonactions, waivers, consents, authorizations or its Subsidiaries or (B) the Company or its Subsidiaries) approvals. All waivers, consents and approvals obtained pursuant to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or this Section 7.2 will be produced at Closing in the aggregate, would form and content reasonably be expected satisfactory to have a Parent Material Adverse Effect or a Company Material Adverse EffectParent. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use their respective its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents Consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations and registrations, filings and the notifications and taking of all reasonable steps as may be necessary to obtain any necessary approval an approval, clearance, non-action letter, order, authorization, waiver or waiver from, or to avoid an action or proceeding by, exemption from any Governmental Entity, Entity (including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, Act); (ii) the obtaining of all necessary consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, ; (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iv) the execution executing and delivery of delivering any additional documents or instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. For the avoidance of doubt, the Company and its Representatives shall not be prohibited under this Section 6.03 from taking any action permitted by Section 5.03. (b) Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any Each of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), Parent and the Company shall commit tohas submitted an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions. Without limiting any party’s obligations under Section 6.03(a), each of the Company, Parent and Merger Sub shall use its reasonable best efforts to effect (i) make as soon practicable any other required submissions under the HSR Act that the Company or Parent determines should be made, in each case with respect to the Transactions, 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. Additionally, as soon as practicable following the date of this Agreement, the Company shall cause each prepare and submit to the Defense Security Service of its Subsidiaries the United States Department of Defense (“DSS”) or other cognizant government security agency and, to commit to and use their reasonable best efforts to effect)the extent applicable, any such divestituresother agency of the U.S. Government, licensesnotification of the transactions contemplated hereby pursuant to the NISPOM and any other applicable national or industrial security regulations, hold separate arrangements or similar matters as and fully cooperate with Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on and Merger Sub in requesting from DSS approval to operate the classified business of the Company upon consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse EffectTransactions. (c) The Company Company, Parent and Merger Sub shall cooperate with each other in connection with the making of all such filings, including furnishing to the others such information and assistance as a party may reasonably request in connection with its preparation of any filing or submission that is necessary or allowable under applicable competition or other Law or reasonably requested by any competition authorities. The Company, Parent and Merger Sub shall 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 any Law (including all information required to be included in the Company’s disclosure documents) in connection with the Transactions. To the extent permitted by applicable Law or any relevant Governmental Entity, and subject to all applicable privileges, including the attorney client privilege, each party hereto shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other Transactions, (ii) keep the other apprised of parties hereto informed as to the status of matters relating to completion of the Transactionsany such request, including inquiry, investigation, action or legal proceeding and (iii) promptly furnishing inform the other with copies parties hereto of notice any material communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other communications received by Parent or Governmental Entity regarding the Company, as the case may be, Merger or any of its Subsidiarythe other Transactions. To the extent permitted by applicable Law or any relevant Governmental Entity, and subject to all applicable privileges, including the attorney client privilege, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted in connection with any proceedings under or relating to the HSR Act or any other applicable Federal, state or foreign competition, merger control, antitrust or similar Law, including any proceeding under 16 C.F.R. § 803.20. (d) Any party may, as it deems advisable, reasonably designate any competitively sensitive material provided to the other parties under this section as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient, unless express written permission is obtained in advance from the source of such materials. In addition, except as may be prohibited by any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or telephone conference with representatives of any Governmental Entity relating to any such material request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or proceeding, except for those of a purely ministerial nature. (e) Without limiting any other obligations of Parent and the Company hereunder, Parent and the Company shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Entity with respect to the Transactions, and shall defend any action, suit, dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental Entity or any arbitrator or arbitration panel, whether judicial or administrative, whether brought by private parties or Governmental Entities or officials, challenging this Agreement or the consummation of the Transactions. The required actions by Parent hereunder shall include acceptance by Parent of (i) any and all divestitures of the businesses or assets of it or its subsidiaries or its affiliates or of the Company or any of the Company Subsidiaries, (ii) any agreement to hold any assets of Parent or its subsidiaries or its affiliates or of the Company or any of the Company Subsidiaries separate, (iii) any agreement to license any portion of the business of Parent or its subsidiaries or its affiliates or of the Company or any of the Company Subsidiaries, and (iv) any limitation to or modification of any of the businesses, services or operations of Parent or its subsidiaries or its affiliates or of the Company or any of the Company Subsidiaries, in each case as may be required by any applicable Governmental Entity in order to obtain approval for the Transactions; provided that, notwithstanding anything herein to the contrary, the parties hereto agree and acknowledge that this Section 6.03 shall not require, or be construed to require, any party hereto or their respective affiliates to take or agree to take any action or agree or consent to any limitations or restrictions on freedom of action with respect to, or its ability to retain, or make changes in, any such businesses, assets, licenses, services or operations of Parent, the Company or the Surviving Corporation (or any of their respective affiliates) that individually or in the aggregate, is reasonably expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect (provided that, for such purposes, “Parent Material Adverse Effect” shall have the same meaning as Company Material Adverse Effect, disregarding clause (ii) thereof and substituting Parent and its subsidiaries, taken as a whole, after giving effect to the Merger for the Company and the Company Subsidiaries). (f) Each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall, to the extent permitted by applicable Law and any relevant Governmental Entity and subject to all privileges (including the attorney client privilege), promptly (and in any event within two (2) Business Days) notify the other party in writing of: (i) the occurrence of any Event that is, or that would reasonably be expected to have, a Company Material Adverse Effect; (ii) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Transactions and a copy of such notice or communication; (iii) any notice or other communication from any Governmental Entity in connection with the Transactions and a copy of such notice or communication; (iv) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company Subsidiaries or Parent or any of its subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of the representations and warranties contained herein, or that relate to the consummation of the Transactions; (v) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that would reasonably be expected to cause any of the conditions to the Merger set forth in Article VII or conditions to the Offer set forth in Exhibit C not to be satisfied; and (vi) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (g) The filing fees assessed under the HSR Act shall be paid by Parent. If this Agreement is terminated pursuant to Section 8.01(b) at a time when the waiting period under the HSR Act shall not have expired or been terminated, then with respect to any actions taken by the Company pursuant to this Section 6.03 after the filing of the initial notification submitted pursuant to the HSR Act, Parent shall promptly reimburse the Company for all reasonable documented out-of-pocket fees and expenses incurred by the Company in connection with or relating to review of the Transactions pursuant to the HSR Act or any other antitrust laws (including the reasonable fees and expenses of all attorneys, consultants, economists and other experts retained by the Company and all reasonable duplicating, travel and related expenses). (h) The parties hereto agree that this Section 6.03 shall not govern the obligations of the parties hereto with respect to obtaining the Equity Funding, which obligations are set forth in Section 6.06.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements, each of the parties shall will use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby and thereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract, Order or license to which any Acquired Company or any Shareholder is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain any necessary approval Permit, consent, approval, waiver from or waiver fromexemption, or (B) to avoid an action or proceeding by, by any Governmental EntityAuthority, including or (C) to avoid an occurrence of default under the HSR Act and provisions thereof, result in the acceleration of any applicable laws, regulations obligation thereunder or statutes relating give rise to the regulation a right of monopolies or competition in any foreign jurisdictionsparty thereto to terminate its obligations thereunder, (iib) the obtaining of all necessary consents, approvals or waivers from third partiesPermits, (iiic) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (ivd) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. (b) Notwithstanding anything ; provided, however, that other than as provided in Section 7.3 hereof, a party will not be obligated to take any action pursuant to the contrary foregoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in this Agreement, (i) a materially adverse manner the Company shall not, without Parent's prior written consent, commit economic or business benefits of the transactions contemplated hereby so as to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and render inadvisable the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of such transactions; provided, further, that the Offer Shareholders and (ii), neither Parent nor any of its Subsidiaries shall Acquired Companies will not be required to agree (with respect make payments in order to (A) Parent obtain such actions, nonactions, waivers, consents, authorizations or its Subsidiaries or (B) the Company or its Subsidiaries) approvals. All waivers, consents and approvals obtained pursuant to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or this Section 7.2 will be produced at Closing in the aggregate, would form and content reasonably be expected satisfactory to have a Parent Material Adverse Effect or a Company Material Adverse EffectParent. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement and the other Ancillary Agreements, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactionstransactions contemplated hereby and thereby, including (ia) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations and approvals approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract or Order to which the Acquired Company or Fast Food Services is a party or subject to on the Closing Date and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary (1) to obtain any necessary approval Permit, approval, waiver from or waiver from, exemption or (2) to avoid an action or proceeding by, by any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsAuthority, (iib) the obtaining of all necessary consents, approvals or waivers from third parties, (iiic) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (ivd) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. (b) Notwithstanding anything ; provided, however, that, other than as provided in Section 7.3 hereof, a party shall not be obligated to take any action pursuant to the contrary foregoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in this Agreement, (i) a materially adverse manner the Company shall not, without Parent's prior written consent, commit economic or business benefits of the transactions contemplated hereby so as to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and render inadvisable the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effecttransactions. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the TransactionsMerger and the transactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities governmental entities and the making of all necessary registrations and filings (including filings with governmental entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictionsgovernmental entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity governmental entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. (b) Notwithstanding anything . The Company and Buyer shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the contrary non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in this Agreement, (i) the connection therewith. The Company shall not, without Parent's prior written consent, commit to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and Buyer shall use its their respective reasonable best efforts to effect furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall be including all information required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or be included in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (cProxy Statement) in connection with the transactions contemplated by this Agreement. The Company shall give prompt notice to Buyer, and Parent each Buyer shall keep the other apprised of the status of matters relating give prompt notice to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as the case may be, to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of its Subsidiary, from any Governmental Entity with respect the parties or the conditions to the Transactionsobligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article VII to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iiiiv) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within 15 Business Days) after the date of this Agreement. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent and the Parent Board shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Merger and the other Transactions. (c) Notwithstanding this Section 6.03 or anything else to the contrary in this Agreementherein, (i) the Company Parent shall not, without Parent's prior written consent, commit not be required to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow dispose of any of its Subsidiaries assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust Restriction, or to commit or agree to any divestituresof the foregoing (each, licenses, hold separate arrangements or similar mattersa “Regulatory Requirement”), and the Company shall not, and nothing in Section 6.03(a) or Section 6.03(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (d) Subject to applicable Law, each party shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with obtaining all mandatory or appropriate nonactions and Consents from Governmental Entities, and each party shall (i) keep one another reasonably informed as to the status of and the processes and proceedings relating to obtaining nonactions and Consents from Governmental Entities, (ii) give prompt notice to the other party of any direct or indirect communication with a Governmental Entity in connection with the Transactions or with any person alleging that the consent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter, (iii) prior to making any direct or indirect substantive communication with a Governmental Entity or submission of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals to a Governmental Entity in connection with the Transactions, provide the other party and its counsel a reasonable opportunity to review, and shall use its reasonable best consider in good faith the comments of the other party in connection with any such communications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals, and (iv) unless impractical, allow the other party to participate in any substantive teleconference or in-person meetings with a Governmental Entity in connection with the Transactions; provided, however, that no notification pursuant to this Section 6.03(d) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (e) Notwithstanding this Section 6.03 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to effect obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity relating to any Antitrust Laws; provided that (and shall cause each of its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or similar matters as i) Parent shall request, but solely if provide the Company with reasonable prior notice of commitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer efforts and (ii), neither ) Parent nor any of its Subsidiaries shall be required to agree (consult with the Company and consider the Company’s views with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or matters in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effectgood faith. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received by Parent or the Company, as the case may be, or any of its Subsidiary, from any Governmental Entity with respect to the Transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, each of the parties shall use their respective its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all necessary actions mandatory or nonactions, waivers, consents appropriate nonactions and approvals Consents from Governmental Entities and the making of all necessary mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain any necessary approval or waiver a Consent from, or to avoid an action or proceeding Action by, any Governmental Entity, including under the HSR Act and any applicable laws, regulations or statutes relating to the regulation of monopolies or competition in any foreign jurisdictions, (iiiii) the obtaining of all necessary consents, approvals mandatory or waivers appropriate Consents from third parties, (iiiiv) the defending of any lawsuits or other Proceedingslegal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Reincorporation Merger, the Share Exchange and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Reincorporation Merger, the Share Exchange and the other Transactions. (c) Promptly after the date of this Agreement, the Company, as the holder of all of the issued and outstanding shares of capital stock of the New York Company, shall adopt by written consent the Plan of Merger and the Plans of Exchange and shall take all action to waive any right to dissent (and any notice of such right) from the Share Exchange under Sections 623 and 910 of the NYBCL. (d) Parent shall use its reasonable best efforts to, no later than promptly after the satisfaction (or, to the extent permitted herein and by applicable Law, waiver) of the conditions set forth in Section 9.01, (i) declare the BEPC Distribution, (ii) set the BEPC Distribution Ratio and (iii) set the record date with respect to the BEPC Distribution for the earliest possible date thereafter. After such declaration, the Parent Entities shall use their reasonable best efforts, and the Company shall cooperate with Parent to, cause the BEPC Distribution to occur as promptly as practicable, except that the Parent Entities shall not be required to cause the BEPC Distribution to occur any earlier than immediately prior to the Share Exchange at the Closing. (e) Notwithstanding this Section 8.02 or anything else to the contrary herein, Parent shall not be required to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust Restriction, or to commit or agree to any of the foregoing (each, a “Regulatory Requirement”), and the Company shall not, and nothing in Section 8.02(a) or 8.02(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act, the Competition Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (f) Each party shall give prompt (and in any event within two Business Days) notice to the other party of the receipt of any notice or other direct or indirect communication from a Governmental Entity in connection with the Transactions or from any person alleging that the consent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter; provided, however, that no notification pursuant to this Section 8.02(f) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (g) Notwithstanding this Section 8.02 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity; provided that, (i) Parent shall provide the Company with reasonable prior notice of commitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such efforts and (ii) Parent shall consult with the Company and consider the Company’s views with respect to such matters in good faith. (h) Notwithstanding anything to the contrary set forth in this Agreement, (i) in no event shall the Company shall nothave any liability for, without Parent's prior written consentor be deemed to breach, commit violate or fail to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices (or allow perform any of its Subsidiaries to commit to any divestitures, licenses, hold separate arrangements or similar matters), and the Company shall commit to, and shall use its reasonable best efforts to effect (and shall cause each provisions of its Subsidiaries to commit to and use their reasonable best efforts to effect)this Agreement by reason of, any such divestitures, licenses, hold separate arrangements action taken or similar matters as Parent shall request, but solely if such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of the Offer and (ii), neither Parent nor any of its Subsidiaries shall omitted to be required to agree (with respect to (A) Parent or its Subsidiaries or (B) the Company or its Subsidiaries) to any divestitures, licenses, hold separate arrangements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements or similar matters, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notice or other communications received taken by Parent or the Company, as any of the case may be, Company Subsidiaries or any of its Subsidiaryor their respective Representatives at the express direction of Parent, from any Governmental Entity with respect to the Transactionsof its affiliates or any of their respective Representatives.