Common use of Reasonable Best Efforts to Complete Clause in Contracts

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, none of Parent, Acquisition Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause each of the conditions to the Offer set forth in Section 2.1(a1.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VII to be satisfiedsatisfied as promptly as practicable after the date of this Agreement; (ii) obtain without limitation of Section 6.3, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary to consummate the Offer and the Merger; and (iii) at the written request of Parent, obtain all necessary or appropriate consents, waivers and approvals Consents from third parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) have the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to or enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, to consummate and make effective the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, licenses, orders, registrations, permits, consents, approvals, orders and authorizations from third parties and/or Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions. In addition to the foregoing, neither Parent or Parent, Acquisition Sub, Sub on the one hand, nor the Company, Company on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger Transactions or the ability of such party to fully perform its obligations under the AgreementTransaction Agreements. Notwithstanding anything to the contrary herein, (i) the Company shall not be required prior to the Charter Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of provide any additional security (including a guaranty) ), or otherwise assume make any other concession or agree to assume amendment, in each case under any Liability that is not conditioned upon the consummation of the MergerContracts, registrations, orders, permits or licenses, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contractsuch Contracts, registrations, orders, permits or licenses and (ii) the Company and its Representatives shall not be prohibited under this Section 6.01(a) from taking any action permitted by Section 5.03.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party Party or parties hereto Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfiedsatisfied or fulfilled as promptly as reasonably practicable; (ii) obtain all necessary consents, waivers and approvals under any Contracts to which the Company, Parent or any of their Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities Entities, as may be required under any applicable Antitrust Laws or otherwise, including the expiration or termination of any applicable waiting periods and make making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any); (iv) provide any required notices and execute any required documents to ensure that any Permits, including Environmental Permits, required for the operation of the Company and Business Facilities after the Closing have been obtained and are in full force and effect; (v) take such steps as may be necessary to consummate the Offer and the Merger; and (iii) obtain all necessary avoid a Legal Proceeding by, any Governmental Entity or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party other Person in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by this Agreement, including the Merger; (vi) execute or deliver any additional instruments reasonably necessary to consummate the foregoingtransactions contemplated by, neither Parent or Acquisition Sub, on and to fully carry out the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting this Agreement; and (vii) obtain the consummation consents set forth on Section 6.7(a) of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary hereinCompany Disclosure Letter (collectively, the Company shall not be required prior to “Approvals”) as promptly as practicable following the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms date of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contractthis Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from or expiration or termination of waiting periods, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws), (iv) cooperate and coordinate with the other in obtaining any approvals from a Governmental Entity that are is required to transfer from the Company and any of its Subsidiaries to Parent of any Export and Import Approvals, and (v) execute or deliver any additional instruments reasonably necessary to consummate the Offer transactions contemplated by, and to fully carry out the Merger; and (iii) purposes of, this Agreement. In addition, at Parent’s request, the Company will seek to obtain all necessary or appropriate consents, waivers and approvals to be contingent upon Closing under any Material Contracts Contracts, Leases or Company IP Agreements identified by Parent to which the Company in writing after the date hereof; provided, that, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any actionconsent upon, or fail otherwise requires in response to take any action, that is intended to, a notice or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the consent request regarding this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any payment of a consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of additional security (including a guaranty) ), the Company shall not make such payments or otherwise assume or agree to assume provide such additional security without Parent’s written consent; provided, further, each of Parent, Merger Sub and the Company acknowledges and agrees that obtaining any Liability that is not conditioned upon the consummation of the Merger, to obtain any such consent, waiver or approval of any Person (including any Governmental Authority) under any Contractshall not be a condition to the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; and (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary Merger or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition SubAcquisition, on the one hand, nor the Company, on the other hand, shall take any actionaction that, or fail to take any actionaction if such failure, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A to be satisfied hereto and cause the conditions to the Merger set forth in Article VIII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain file with the SEC, as and when required under the Exchange Act, all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the scheduled expiration date of the Offer, which such annual, quarterly and current reports shall comply as to form, in all material respects, with the rules and regulations of the SEC applicable to such reports and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary actions or non-actionsin order to make the statements therein, waiversin light of the circumstances under which they are made, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Mergernot misleading; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has hereby (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of including the Offer or and the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, Merger) as Parent and the Company shall not be required prior to may, in good faith, reasonably determine are necessary or advisable; provided that the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, failure to obtain any such consent (so long as the Company or its Subsidiaries employed reasonable best efforts (which shall not require any payment to the consenting Person) to obtain such consent) shall not, waiver in and of itself, constitute a breach of the covenant in this Section 7.5; and (iv) obtain all necessary actions or approval material non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any Person applicable waiting periods, making all necessary registrations, declarations and filings (including any registrations, declarations and filings with Governmental Authority) under any ContractEntities, if any).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, to consummate and make effective the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, licenses, orders, registrations, permits, consents, approvals, orders and authorizations from third parties and/or Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and Transactions. In furtherance thereof, the Merger; and (iii) Company shall use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts Contracts, registrations, orders, permits or licenses to which the Company or any of its Subsidiaries holds or is a party in connection with this Agreement the Transaction Agreements and the consummation of the transactions contemplated herebyTransactions so as to maintain and preserve the benefits under such Contracts, registrations, orders, permits or licenses following the consummation of the Transactions. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger Transactions or the ability of such party to fully perform its obligations under the AgreementTransaction Agreements. Notwithstanding anything to the contrary herein, (i) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or payments) other modifications to (or waivers of) the existing terms of any Contract)than nominal amounts, or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger), to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any ContractContract and (ii) the Company and its Representatives shall not be prohibited under this Section 6.01(a) from taking any action permitted by Section 5.02.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Agreement, including Section 6.25.3, each of Parent, Acquisition Sub and the Company shall each cooperate fully with the other and use its reasonable best efforts efforts, in satisfaction of the HSR Act, 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 party or parties hereto in doing, all things reasonably necessary, proper necessary or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Person or Governmental Entity required to be satisfied obtained or made by Parent, Sub and cause Company in connection with the conditions transactions contemplated hereby, and the expiration of all applicable waiting periods with respect to the Merger set forth in Article VIII to be satisfied; any Governmental Entities, (ii) obtain making any and all necessary actions or non-actionsnotices, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Entity, including without limitation, filing (A) within five (5) Business Days of the date hereof with the United States Federal Trade Commission and the United States Department of Justice the notification and report forms required under the HSR Act for the transactions contemplated hereby (which forms shall request “early termination”) and (B) as promptly as practicable with any other applicable Governmental AuthoritiesEntity, the antitrust filings and notifications required under foreign merger control, antitrust, or competition Laws for the transactions contemplated hereby (which filings and notification shall request “early termination” or its equivalent, if applicable) and any supplemental or additional information which may be requested in connection therewith by such Governmental Entity or under applicable Laws, (iii) responding as promptly as practicable to any requests for supplemental or additional information which may be issued by such Governmental Entity under merger control, antitrust or competition Laws in connection with the above filings, (iv) resisting, resolving or defending any Action, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (v) executing any certificates, instruments or other documents that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of make effective the transactions contemplated herebyhereby and to fully carry out the purposes and intent of this Agreement. In addition to Without limiting the generality of the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation each of the Offer or the Merger or the ability of such party to fully perform parties shall use its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications commercially reasonable efforts to (A) prepare and furnish all necessary information and documentation and make presentations to Governmental Entities, (B) otherwise do whatever is necessary or waivers ofadvisable to assist and cooperate with each other in obtaining such clearance from Governmental Entities, (C) the existing terms of respond as promptly as practicable to any Contract), inquiries or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including requests received from any Governmental AuthorityEntity for additional information or documentation and (D) under respond as promptly as practicable to any Contractother inquiries or requests received from any Governmental Entity in connection therewith.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; and (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary Merger or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any actionaction that, or fail to take any actionaction if such failure, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A to be satisfied hereto and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby (including the Offer and the Merger) so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities, the Merger expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any); (iv) resolve such objections if any, as the ability FTC, the Antitrust Division of such party the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction or any Person may assert under the HSR Act or comparable Legal Requirements of any foreign Governmental Authority with respect to the transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. Notwithstanding anything With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the contrary hereinconditions of the consents to be obtained by the Company hereunder (including the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the Company shall not be required prior to the Effective Time to pay any payment of a consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon ), the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any ContractCompany shall be solely responsible for making all such payments and providing all such additional security.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub, Merger Sub LLC and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfied; satisfied or fulfilled, (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws), (iii) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by, and to fully carry out the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of a consent upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of any fee or other financial consideration, the Company shall not make such payments without Parent’s consent (which consent shall not be required prior to the Effective Time to pay any consent unreasonably withheld, conditioned or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdelayed), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including including, but not limited to using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations declarations, submissions of information, applications and other documents and filings with Governmental Authorities, that are necessary to consummate the Offer Authorities in connection with this Agreement and the Mergerconsummation of the transactions contemplated hereby; and (iiic) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Material Contracts following the consummation of the Offer transactions contemplated by this Agreement; (d) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and consummate the transactions contemplated hereby; (e) defend against any lawsuit or other Legal Proceeding challenging this Agreement, or the transactions contemplated hereby or thereby in order to enable the parties hereto to consummate the transactions contemplated hereby; and (f) contest, appeal and remove any Order that is being proposed by any Governmental Authority or other Person, or any Order that has been issued, granted or entered, in either case which has or may have the effect of prohibiting or otherwise preventing the Merger or in order to enable the ability of such party parties hereto to fully perform its obligations under consummate the Agreementtransactions contemplated hereby. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of to provide any additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger), to obtain any consent, waiver or approval the consent of any Person (including any Governmental Authority) lessor or licensor under any ContractLease.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.26.5, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities Entities and make all necessary registrations, declarations and filings with Governmental AuthoritiesEntities, that are necessary to consummate the Offer and Merger. In furtherance thereof, the Merger; and (iii) Company shall, if requested, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition SubParent, Merger Sub nor HoldCo, on the one hand, nor nor, except for actions taken in accordance with Section 6.3, the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofpayments) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall, and shall cause each of their respective Subsidiaries to, use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and any other Person and make all necessary registrations, declarations declarations, notifications and filings with Governmental AuthoritiesAuthorities or any other Person, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its their respective reasonable best efforts to take(a) take promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to satisfy all of the conditions to the obligations of the other parties hereto and to consummate and make effective, effective the Merger and the other transactions contemplated hereby in the most expeditious manner practicable; (b) obtain all necessary waivers, consents and approvals of any Governmental Entity with respect to the consummation of the Merger; and (c) effect all necessary registrations and filings with any Governmental Entity to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, including using reasonable best efforts however, that Parent shall not be required to agree to (i) cause any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its Subsidiaries or Affiliates or of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfiedCompany; (ii) obtain all necessary actions the imposition of any limitation on the ability of Parent, its Subsidiaries or non-actionsAffiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, waivershold or exercise full rights of ownership of their respective businesses and, consentsin the case of Parent, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and businesses of the MergerCompany; and or (iii) obtain all necessary the imposition of any impediment on Parent, its Subsidiaries or appropriate consents, waivers and approvals Affiliates or the Company under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoingstatute, neither Parent or Acquisition Subrule, on the one handregulation, nor the Companyexecutive order, on the other handdecree, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent order or other similar feelegal restraint governing competition, “profit-sharing” monopolies or other similar payment or other consideration restrictive trade practices (including increased rent or other similar payments or any amendments, supplements or other modifications to such action described in (or waivers of) the existing terms of any Contracti), or the provision of additional security (including a guarantyii) or otherwise assume or agree (iii), an “Action of Divestiture”). Nothing herein shall require Parent to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including litigate with any Governmental Authority) under any ContractEntity.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of the Parent, Acquisition Merger Sub Inc., Merger Sub LLC and the Company shall use 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 party Party or parties Parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the transactions contemplated by this AgreementMergers and the other Transactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, novations, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Mergers or any of the other Transactions. Each of the Parent, Merger Sub Inc., Merger Sub LLC and the MergerCompany undertakes and agrees to: (x) make an appropriate and complete filing of a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division within ten (10) Business Days after the date of this Agreement; (y) make all other required filings and applications with respect to other Applicable Laws as promptly as practicable; and (iiiz) not extend any waiting period under the HSR Act or other applicable Antitrust Laws or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Authority with respect to the Transactions (including any such agreement with respect to any actions, restrictions or conditions to the consummation of the Transactions or not to consummate the Transactions), except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed; provided that it shall not be unreasonable to withhold, condition or delay consent with respect to any action, restriction or condition that, individually or in the aggregate, would or would reasonably be expected to be materially adverse to Parent, the Surviving Company and their respective Subsidiaries, taken as a whole). The Company and Parent shall each have the responsibility for their respective filing fees associated with filings pursuant to the HSR Act and all other antitrust and other regulatory filings with any Governmental Authority, including those that may be required to be filed in any other jurisdiction. In furtherance thereof, each of the Company and Parent shall, if requested, use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts, Company Government Contracts, Parent Material Contracts or Parent Government Contracts, as applicable, to which the Company or any of its Subsidiaries Subsidiaries, or Parent or any of its Subsidiaries, as applicable, is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions so as to maintain and preserve the benefits under such Company Material Contracts, Company Government Contracts, Parent Material Contracts or Parent Government Contracts following the consummation of the Transactions. In addition to the foregoing, neither Parent or Acquisition Subnone of the Company, on the one hand, nor the Companynor, except for actions taken in accordance with Section 6.02, Parent, Merger Sub Inc. or Merger Sub LLC, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.the

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party Party or parties Parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using its reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) Annex I and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Offer, the Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or and appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, action that is intended to, to or has would (or would reasonably be expected to haveto) the effect ofprevent, preventingimpair, impairingdelay, delaying or otherwise adversely affecting affect the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything For the avoidance of doubt, no action permitted to the contrary hereinbe taken pursuant to Section 6.2 or Section 6.3 shall be prohibited, the or required to be taken, by this section. The Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.27.03, each of ParentDPSG, Acquisition Merger Sub and the Company Maple Parent shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementMerger and the other Transactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities Entities and make all necessary registrations, declarations and filings with Governmental AuthoritiesEntities, that are necessary to consummate the Offer Merger or any of the other Transactions. In furtherance thereof, each of DPSG and the Merger; and (iii) Maple Parent shall, if requested, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals under any DPSG Material Contracts or Maple Parent Material Contracts, as applicable, to which the Company DPSG or any of its Subsidiaries Subsidiaries, or Maple Parent or any of its Subsidiaries, as applicable, is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions so as to maintain and preserve the benefits under such DPSG Material Contracts or Maple Parent Material Contracts following the consummation of the Transactions. In addition to the foregoing, DPSG 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 reasonably necessary, proper or advisable to obtain the Solvency Opinion from the Solvency Advisor in satisfaction of the condition set forth in Section 8.03(f). In addition to the foregoing, neither Parent or Acquisition SubDPSG, Merger Sub nor Maple Parent, on the one hand, nor the Companynor, except for actions taken in accordance with Section 6.04, DPSG, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company neither DPSG nor Maple Parent shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofpayments) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party Party or parties Parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) Annex I and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Offer, the Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or and appropriate consents, waivers and approvals under any Material Contracts or Leases to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts or Leases following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement; provided, however, that, for the Agreementavoidance of doubt, no action permitted to be taken pursuant to Section 6.2 or Section 6.3 shall be prohibited, or required to be taken, by this sentence. Notwithstanding anything to the contrary herein, (A) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any ContractContract and (B) neither the Company nor any of its Subsidiaries shall commit to any concession, waiver or amendment under any Material Contract or Lease in connection with obtaining any consent in connection with this Agreement and the consummation of the transactions contemplated hereby without the prior written consent of Parent.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the CompanyCompany or any of its Subsidiaries, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Subsidiaries’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, none of Parent, Merger Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause each of the conditions to the Offer set forth in Section 2.1(a1.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VII to be satisfied; satisfied as promptly as practicable after the date of this Agreement, (ii) obtain without limitation of Section 6.3, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities and make all necessary registrations, declarations and filings with any Governmental Authorities, Authorities that are necessary to consummate the Offer and the Merger; and , (iii) resist, contest, appeal and remove any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the transactions contemplated by this Agreement (including any Legal Proceeding or Order in connection with the matters contemplated by Section 6.3), and (iv) at the written request of Parent, obtain all necessary or appropriate consents, waivers and approvals Consents from third parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, action that is intended toto prevent, or has (or would reasonably be expected to have) the effect ofimpair, preventing, impairing, delaying materially delay or otherwise adversely affecting affect the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” fee or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎‎ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Affiliates’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, (a) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract, and (b) the parties’ obligations with respect to the matters set forth in ‎Section 7.2 shall be governed exclusively by ‎Section 7.2.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Affiliates’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the CompanyCompany or any of its Subsidiaries, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Subsidiaries’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, none of Parent, Merger Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement and the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Without limiting the generality of this Section 6.5(a), within five (5) Business Days following the execution and delivery of this Agreement, each of the Buyers and the Share Seller shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act. Upon the terms and subject to the conditions set forth in this Agreement Agreement, during the period commencing on the date hereof and subject prior to Section 6.2the earlier of the Closing or the termination of this Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its their respective reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, in to satisfy all of the most expeditious manner practicable, conditions to the obligations of the other parties hereto to effect the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvalsapprovals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, orders and authorizations from Governmental Authorities legal or otherwise, in order to consummate and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of effective the transactions contemplated hereby. In addition by this Agreement for the purpose of securing to the foregoingparties hereto the benefits contemplated by this Agreement; provided, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any actionhowever, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company Buyers shall not be required prior to the Effective Time agree to pay (a) any consent license, sale or other similar feedisposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, “profit-sharing” assets or properties of the Buyers, their Subsidiaries or Affiliates or of the Group Companies, (b) the imposition of any limitation on the ability of the Buyers, their Subsidiaries or Affiliates or the Group Companies to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of the Buyers, the businesses of the Group Companies, or (c) the imposition of any impediment on the Buyers, their Subsidiaries or Affiliates or the Group Companies under any Law, Order or other similar payment legal restraint governing competition, monopolies or other consideration restrictive trade practices (including increased rent or other similar payments or any amendments, supplements or other modifications to such action described in (or waivers of) the existing terms of any Contracta), or the provision of additional security (including a guarantyb) or otherwise assume or agree (c), an “Action of Divestiture”). Nothing herein shall require the Buyers to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including litigate with any Governmental Authority) under any ContractEntity.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE VII hereof to be satisfied; satisfied or fulfilled, (ii) make any filings necessary under the HSR Act or under the Antitrust Laws of any other Governmental Entity as set forth in Section 7.01(b) of the Company Disclosure Letter (the “Specified Jurisdictions”) as promptly as practicable, provided that any filings required under the HSR Act shall be made within (10) Business Days after the date hereof, (iii) comply to the extent necessary with any request for information by the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”), or any Governmental Entity, including any request for additional information and documentary material under the HSR Act, (iv) except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, taken as a whole after the Closing, of the pro forma Parent and its Subsidiaries (together with the Surviving Company and its Subsidiaries), obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any Applicable Laws (including Antitrust Laws), (v) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, and (vi) execute or deliver any additional instruments reasonably necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by, and to fully carry out the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of a consent upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of any fee or other financial consideration, the Company shall not make such payments without Parent’s consent (which consent shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractunreasonably withheld), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.. 85

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; satisfied; (ii) obtain all necessary actions or non-actionsnon‑actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Merger; and transactions contemplated hereby; (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of ParentNewco, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including including, but not limited to using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations declarations, submissions of information, applications and other documents and filings with Governmental Authorities, that are necessary to consummate the Offer Authorities in connection with this Agreement and the Mergerconsummation of the transactions contemplated hereby; and (iiic) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Material Contracts following the consummation of the Offer transactions contemplated by this Agreement; (d) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and consummate the transactions contemplated hereby; (e) defend against any lawsuit or other legal proceeding challenging this Agreement, the Limited Guarantees or the transaction contemplated hereby or thereby in order to enable the parties hereto to consummate the transactions contemplated hereby; and (f) contest, appeal and remove any Order that is being proposed by any Governmental Authority or other Person, or any Order that has been issued, granted or entered, in either case which has or may have the effect of prohibiting or otherwise preventing the Merger or in order to enable the ability of such party parties hereto to fully perform its obligations under consummate the Agreementtransactions contemplated hereby. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of to provide any additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger), to obtain any consent, waiver or approval the consent of any Person (including any Governmental Authority) lessor or licensor under any ContractLease.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VI to be satisfiedsatisfied as promptly as practicable after the Agreement Date; (ii) obtain without limitation of Section 5.6, obtain, as promptly as practicable after the Agreement Date, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary to consummate the Offer Merger and the Mergerother transactions contemplated hereby; and (iii) obtain all necessary resist, contest, appeal and remove any Legal Proceeding and to have vacated, lifted, reversed or appropriate consentsoverturned any Restraint, waivers whether temporary, preliminary or permanent, that is in effect and approvals under that prohibits, prevents, restricts or restrains the transactions contemplated hereby (including any Material Contracts to which the Company Legal Proceeding or any of its Subsidiaries is a party Restraint in connection with this Agreement and the consummation of the transactions matters contemplated herebyby Section 5.6). In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, action that is intended toto prevent, or has (or would reasonably be expected to have) the effect ofimpair, preventing, impairing, delaying materially delay or otherwise adversely affecting affect the consummation of the Offer Merger or the Merger other transactions contemplated hereby or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, none of the Company Company, Parent or Merger Sub shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” fee or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability obligation, liability or commitment that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause each of the conditions applicable to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions it with respect to the Merger set forth in Article VIII VI to be satisfiedsatisfied as promptly as practicable after the Agreement Date; (ii) obtain obtain, as promptly as practicable after the Agreement Date, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and customers and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary for it to consummate the Offer Merger and the Mergerother transactions contemplated hereby; and (iii) obtain all necessary resist, contest, appeal and remove any Legal Proceeding applicable to such party and to have vacated, lifted, reversed or appropriate consentsoverturned any Restraint applicable to it, waivers whether temporary, preliminary or permanent, that is in effect and approvals under any Material Contracts that prohibits, prevents, restricts or restrains such party with respect to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing; provided, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any actionhowever, that is intended to, or has in the case of Exhibit 2.1 clauses (or would reasonably i) and (ii) no party shall be expected required to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreementpay any material consideration therefor. Notwithstanding anything to the contrary herein, none of Parent, Merger Sub or the Company shall be required to pay, and the Company shall not be required pay (without the prior to the Effective Time to pay written consent of Parent), any consent or other similar fee, “profit-sharing” fee or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability or forego any right, in each case that is not conditioned upon the consummation of the Mergermaterial, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any ContractContract or otherwise, in connection with the transactions contemplated by this Agreement, including the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actionsnon‑actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.27.2, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, . including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; satisfied and (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) . In furtherance thereof, the Company shall use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement (other than with respect to the Credit Agreements and the Senior Notes). In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or payments) other modifications to (or waivers of) the existing terms of any Contract)than nominal amounts, or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and their respective Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iiic) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (d) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent Parent, Merger Sub or Acquisition Subtheir respective Affiliates, on the one hand, nor the CompanyCompany or their respective Affiliates, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement and the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its their respective reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise and regulations to satisfy all of the conditions to the obligations of the other parties hereto and to consummate and make effectiveeffective the Merger and the transactions contemplated hereby, in the most expeditious manner practicable, to obtain all necessary waivers, consents approvals of any Governmental Entity with respect to the consummation of the Merger and to effect all necessary registrations and filings with any Governmental Entity and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause Agreement for the conditions purpose of securing to the Offer set forth in Section 2.1(a) and Annex A parties hereto the benefits contemplated by this Agreement; provided, however, that, if any proceeding is instituted (or threatened to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (iiinstituted) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or challenging the Merger or the ability other transactions contemplated by this Agreement as violative of such party to fully perform its obligations under any Antitrust Law, it is expressly understood and agreed that Parent and the Agreement. Notwithstanding anything Company shall consult and cooperate with one another as to the contrary hereinappropriate response; provided, the Company further, that Parent shall not be required prior to the Effective Time agree to pay (a) any consent license, sale or other similar feedisposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, “profit-sharing” assets or properties of Parent, its Subsidiaries or Affiliates or of the Company, (b) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company, or (c) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other similar payment legal restraint governing competition, monopolies or other consideration restrictive trade practices (including increased rent or other similar payments or any amendments, supplements or other modifications to such action described in (or waivers of) the existing terms of any Contracta), (b) or (c), an “Action of Divestiture”). Nothing herein shall require Parent or the provision of additional security (including a guaranty) or otherwise assume or agree Company to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including litigate with any Governmental Authority) under any ContractEntity.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) take the actions set forth on Schedule 7.1. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of ParentNewco, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and other Persons from whom any non-actions, waivers, consents, approvals, orders or authorizations are required and make all necessary registrations, declarations and filings with any Governmental AuthoritiesAuthorities and other Persons with whom any registrations, that declarations or filings are necessary to consummate the Offer and the Mergerrequired; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Material Contracts following the consummation of the Offer transactions contemplated by this Agreement; and (iv) execute or deliver any additional instruments reasonably necessary to consummate the Merger or the ability of such party transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. Notwithstanding anything to the contrary herein, the The Company shall not be required prior take (or commit to the Effective Time take) any actions to pay divest or hold separate any assets or make any payments in connection with obtaining any consent or other similar fee, “profit-sharing” or other similar payment or other consideration hereunder without Newco’s prior written consent (including increased rent or other similar payments or any amendments, supplements or other modifications such consent not to (or waivers of) the existing terms of any Contractbe unreasonably withheld), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE VII hereof to be satisfied; satisfied or fulfilled, (ii) make any filings necessary under the HSR Act or under the Antitrust Laws of any other Governmental Entity as set forth in Section 7.01(b) of the Company Disclosure Letter (the “Specified Jurisdictions”) as promptly as practicable, provided that any filings required under the HSR Act shall be made within (10) Business Days after the date hereof, (iii) comply to the extent necessary with any request for information by the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”), or any Governmental Entity, including any request for additional information and documentary material under the HSR Act, (iv) except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, taken as a whole after the Closing, of the pro forma Parent and its Subsidiaries (together with the Surviving Company and its Subsidiaries), obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any Applicable Laws (including Antitrust Laws), (v) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, and (vi) execute or deliver any additional instruments reasonably necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by, and to fully carry out the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of a consent upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of any fee or other financial consideration, the Company shall not make such payments without Parent’s consent (which consent shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractunreasonably withheld), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.. 81

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject conditions of this Agreement, during the period from the date hereof and prior to the conditions set forth in earlier of the Closing Date or the termination of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its reasonable best efforts Reasonable Best Efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in the most expeditious manner practicable, order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, including using reasonable best efforts however, that no party shall be required to agree (and the Company shall not agree without the prior written consent of Parent and Buyer) to (ia) cause the conditions to the Offer set forth in Section 2.1(aany license, sale or other disposition or holding separate (through establishment of a trust or otherwise) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions of any shares of its capital stock or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or of any of its Subsidiaries is a party businesses, assets or properties, or affiliates; (b) the imposition of any limitation on the ability of Parent or Buyer, their respective subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent and Buyer, the businesses of the Company; or (c) the imposition of any impediment on Parent or Buyer, their respective subsidiaries or affiliates or the Company under any statute, EXECUTION VERSION rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (a), (b) or (c), an “Action of Divestiture”). Nothing in this Agreement shall require Parent or Buyer or permit the Company (without the prior written consent of Parent and Buyer) to litigate with any Governmental Authority. Nothing in this Agreement shall require Parent or Buyer or permit the Company (without the prior written consent of Parent and Buyer) to pay any consideration or agree to any modifications of existing Contracts or entry into new Contracts (other than the payment of customary filing and application fees) in connection with obtaining any waivers, consents or approvals from Governmental Authority or other Persons in connection with this Agreement and Agreement, the consummation of Related Agreements or the transactions contemplated hereby. In addition to the foregoing, neither Parent hereby or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contractthereby.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall parties hereto will use its their respective reasonable best efforts to take(a) take promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to satisfy all of the conditions to the obligations of the other parties hereto and to consummate and make effective, effective the Merger and the other transactions contemplated hereby in the most expeditious manner practicable; (b) obtain all necessary waivers, consents and approvals of any Governmental Entity with respect to the consummation of the Merger; and (c) effect all necessary registrations and filings with any Governmental Entity to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. Notwithstanding the foregoing and subject to the No Payment Exclusion, including using reasonable best efforts neither Parent nor Company will be required to agree to (i) cause any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of such party, its Affiliates or of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfiedCompany; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under imposition of any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, limitation on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party party, its Affiliates or the Company to fully perform its obligations under conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the Agreement. Notwithstanding anything to the contrary hereincase of Parent, the businesses of the Company; or (iii) the imposition of any impediment on such party, its Affiliates or the Company shall not be required prior to the Effective Time to pay under any consent statute, rule, regulation, executive order, decree, order or other similar feelegal restraint governing competition, “profit-sharing” monopolies or other similar payment or other consideration restrictive trade practices (including increased rent or other similar payments or any amendments, supplements or other modifications to such action described in (or waivers of) the existing terms of any Contracti), or the provision of additional security (including a guarantyii) or otherwise assume or agree (iii), an “Action of Divestiture”). Nothing herein will require Parent to assume litigate with any Liability that third party, including any Governmental Entity. In furtherance and not in limitation of the foregoing, each party agrees to use its commercially reasonable efforts to file, and to cause each of its Affiliates to file in conjunction with such party, all applications, requests, notices and other filings with any applicable Governmental Entity whose approval is not conditioned upon required in connection with the consummation of the Merger, including (as applicable) Notification and Report Forms under the HSR Act and any other required filings, if any, as set forth in Exhibit K as promptly as practicable following the date of this Agreement and in any event no later than seven Business Days following the date of this Agreement. Parent and the Company shall, and shall cause each of their respective Affiliates to, cooperate in their efforts to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contractgovernmental consent required for the Closing.

Reasonable Best Efforts to Complete. (a) Upon Subject to Section 7.4, upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts (including, for the avoidance of doubt, the Credit Agreement) to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement (other than the Senior Notes or Senior Subordinated Notes). In Subject to Section 7.4, in addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, action ,or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consentConsent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.26.02, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and Merger. In furtherance thereof, the Merger; and (iii) Company shall, if requested, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor nor, except for actions taken in accordance with Section 5.02, the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofpayments) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary hereinFor purposes of this Agreement, the Company “reasonable best efforts”, or any similar undertakings, shall not be required prior require Parent to (x) fund more than the Effective Time $315,000,000 of Debt Financing at Closing, (y) pay (or agree to pay pay) more for the Debt Financing (whether in interest rate, fees or otherwise) than the terms set forth in the Debt Financing Letter and any consent or other similar fee, “profit-sharing” or other similar payment or other consideration fee letter entered into by Parent and/or Acquisition Sub in connection with such Debt Financing Letter (including increased rent giving effect to any increase in interest rate, fees or other similar payments or otherwise resulting from any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractlender flex provisions contained in such fee letter), or (z) seek more equity than is committed in the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any ContractEquity Financing Letters.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract, except for filing fees payable to Governmental Authorities.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain of all necessary consents, approvals or waivers from third parties; (iv) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In Subject to Section 5.2(b) and Section 5.3(c), in addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub 1, Merger Sub 2 and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the Effective Time, which such annual, quarterly and current reports shall comply as to form with the rules and regulations of the SEC applicable to such reports; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limiting the generality of the foregoing provisions of Section 6.5(a) hereof and to the extent required by applicable Legal Requirements, as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent and/or the Company shall file applicable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the merger notification or control laws and regulations of any applicable foreign jurisdiction; provided, however, that the conditions to the parties' respective obligations to consummate the Merger shall be limited to those conditions specified in Article VII. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings and (iii) supply any additional information that reasonably may be required or requested by the competition or merger control authorities of any other applicable jurisdiction. Each of Parent and the Company shall also cooperate with one another in determining whether any other Consent of or with a Governmental Entity is required in connection with the consummation of the transactions contemplated by this Agreement and in seeking or making any such Consent; provided, however, that the conditions to the parties' respective obligations to consummate the Merger shall be limited to those conditions specified in Article VII. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any written communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a written request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In respect of any meeting with a Governmental Entity for the foregoing purpose, to the extent permitted by the applicable Governmental Entity, each party shall give the other the opportunity to attend and participate in any such meeting. Notwithstanding any provision herein to the contrary, neither Parent nor the Company shall, nor shall they permit their respective Affiliates to (x) extend any waiting period, second request period or other period under any merger notification or control laws or enter into any agreement (including any timing or standstill letter), consent decree, hold separate order or other similar arrangement with any Governmental Entity in connection with any merger notification or control laws without the prior written consent of the other party or (y) acquire or agree to acquire any assets, business, Person or division thereof if any such acquisition or agreement could have the effect of delaying the Effective Time or preventing the Merger or the ability other transactions contemplated by this Agreement (including with reference to any merger notification or control laws). Without limiting the generality of the foregoing provisions of Section 6.5(a) hereof, in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, at the direction of the Company Board, shall use commercially reasonable efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such party to fully perform its obligations under statute or regulation on this Agreement and the Agreementtransactions contemplated hereby. Notwithstanding anything any provision herein to the contrary hereincontrary, Parent shall negotiate, litigate and take any other action necessary to eliminate any concerns of any Governmental Entity and to avoid the entry (or to effect the dissolution) of any injunction, temporary restraining Order or other Order in any Legal Proceeding by any Governmental Entity in connection with any merger notification or control laws related to the Merger and the other transactions contemplated by this Agreement that has had or could have the effect of delaying the Effective Time beyond the date set forth in Section 8.1(b) or preventing the Merger or the other transactions contemplated by this Agreement, which negotiation, litigation or taking of other action may include: (i) offering to commit and effect (and, if such offer is accepted, committing to and effecting), by agreement, consent decree, hold separate order or otherwise, the Company sale, divestiture or disposition of any assets or businesses of Parent and any of its Affiliates and, to be effective as of or after the Effective Time, the Surviving Entity and its Affiliates; (ii) otherwise offering to take or offering to commit to take any action (and, if such offer is accepted, taking or committing to take such action) that limits Parent's or the Surviving Entity's freedom of action with respect to, or Parent's or the Surviving Entity's ability to retain, any of the businesses, services or assets of Parent or the Surviving Entity or their respective Affiliates; or (iii) accepting an offer of any such Governmental Entity with respect to any of the foregoing. The parties acknowledge and agree that the provisions of this Section 6.5(d) require specific results and shall not be required prior to satisfied by or with the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration mere exercise of efforts by Parent (including increased rent or other similar payments or even reasonable best efforts by Parent) to achieve those results. In connection with the Company self-disclosure and "narrative account" described in clause (v) of Section 5.1, Parent will (and will use its best efforts to cause its export control counsel to) respond promptly to any amendmentsCompany requests for advice, supplements or other modifications input and/or approval, and will otherwise use reasonable efforts to (or waivers of) facilitate the existing terms Company's timely preparation and filing of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contractsuch self-disclosure and narrative account.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (iib) obtain all necessary actions or non-actions, waiverswaivers and Consents by, consentsof, approvals, orders and authorizations from to or in respect of Governmental Authorities (each, a “Governmental Clearance”) and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergerother transactions contemplated hereby; and (iiic) obtain all necessary in the case of Parent and Merger Sub, settle, as soon as practicable, proceeds from the Financing Commitments in U.S. dollars (including by converting such proceeds into U.S. dollars) in such amount as is sufficient (assuming full performance of the Support Agreement at or appropriate consentsprior to the Closing) to (and cause such amount to be available for and utilized in full to) (i) consummate the transactions contemplated by this Agreement, waivers including the Merger, on the terms contemplated by this Agreement, and approvals under (ii) pay the aggregate Per Share Merger Consideration, Per ADS Merger Consideration, Share Award Consideration and Note Consideration pursuant hereto and any Material Contracts other amounts required to which the Company or any of its Subsidiaries is a party be paid in connection with this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including the Merger, upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith (such settlement, the “Currency Settlement”). Without limiting the generality of the foregoing, each of Parent and Merger Sub shall use reasonable best efforts to cause the Sponsors to obtain the Parent Required Approvals. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any actionaction that, or fail to take any actionaction if such failure, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VI to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, including any filings described in Section 3.5 and the Israeli Land Council, that are required in connection with, or necessary to consummate consummate, the Offer Merger and the Mergertransactions contemplated hereby, provided, that neither Parent nor Merger Sub shall be required to grant any additional consideration to any third party or incur any additional costs in order to obtain any such consent, waiver, authorization or approval from any Governmental Authority, except, in each case, for reasonable out-of-pocket expenses to the extent incurred in performing their respective actions to be taken under this Section 5.8 and for their respective filing fees payable to Governmental Authorities; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to substantially maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub 1, Merger Sub 2 and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the Effective Time, which such annual, quarterly and current reports shall comply as to form with the rules and regulations of the SEC applicable to such reports; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the Merger expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (iv) execute or deliver any additional instruments reasonably necessary to consummate the ability of such party transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this AgreementAgreement (including the Offer and the Merger) as promptly as practicable, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) on Exhibit B hereto and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII 7 hereof to be satisfied; satisfied or fulfilled, (ii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger), (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities Bodies, seek the expiration or early termination of all applicable waiting periods under applicable Law, and make all necessary registrations, declarations and filings with Governmental AuthoritiesBodies; provided, however, that are necessary nothing in this Agreement shall require Parent or Merger Sub to consummate the Offer (and the Merger; and (iiiCompany shall not, without the prior written consent of Parent) obtain all necessary become subject to, or appropriate consentsconsent or agree to, waivers and approvals under or otherwise take any Material Contracts action with respect to, any requirement, condition, undertaking, agreement or Order of a Governmental Body to which sell, to divest, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change, assets or businesses of the Company Company, Parent, or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contracttheir respective Subsidiaries.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, none of Parent, Acquisition Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts to Complete. (a) Upon Subject to Section 7.2(b), upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Offer and Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A to be satisfied hereto and cause the conditions to the Merger set forth in Article VIII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain file with the SEC, as and when required under the Exchange Act, all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the scheduled expiration date of the Offer, which such annual, quarterly and current reports shall comply as to form, in all material respects, with the rules and regulations of the SEC applicable to such reports and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary actions or non-actionsin order to make the statements therein, waiversin light of the circumstances under which they are made, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Mergernot misleading; and (iii) obtain all necessary or appropriate consents, waivers and approvals under under, and deliver any notices in respect of, any Material Contracts to which the Company or any of its Subsidiaries is a party party, as Parent and the Company may mutually agree, in good faith, are necessary or advisable in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has hereby (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of including the Offer or and the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary hereinMerger); provided, that, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, failure to obtain any such consent (so long as the Company or its Subsidiaries employed reasonable best efforts (which shall not require any payment to the consenting Person) to obtain such consent) shall not, waiver in and of itself, constitute a breach of the covenant in this Section 7.5; (iv) obtain all necessary actions or approval material non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any Person applicable waiting periods; and (v) make all necessary registrations, declarations and filings (including any registrations, declarations and filings with Governmental Authority) under any ContractEntities, if any).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VI to be satisfiedsatisfied as promptly as practicable after the date of this Agreement; (ii) obtain without limitation of Section 5.4, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary to consummate the Offer Merger; (iii) resist, contest, appeal and remove any Table of Contents Legal Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the Mergerconsummation of the transactions contemplated by this Agreement (including any Legal Proceeding or Order in connection with the matters contemplated by Section 5.4); and (iiiiv) at the written request of Parent, obtain all necessary or appropriate consents, waivers and approvals Consents from third parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary hereinin this Agreement, (i) none of the Company Company, Parent or Merger Sub shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to or enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of divest any asset, provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability Liability, in each case, that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody other than pursuant to Section 5.4 which will be subject to the provisions of Section 5.4) under and (ii) the Company shall not agree, prior to the Effective Time, to pay, after the Effective Time, any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to or enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), divest any asset, provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability to obtain any Consent of any Person (including any Governmental Body other than pursuant to Section 5.4 which will be subject to the provisions of Section 5.4) in excess of $50,000 individually, or $250,000 in the aggregate, without the prior consent of Parent.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time Time, nor shall it obligate itself after the Effective Time, to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.