Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Each of Parent, the Company and their respective Subsidiaries shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Transaction Documents, party and as promptly as practicable and in any event prior advisable after the date hereof, all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, other Transactions and (ii) using taking all steps as may be necessary, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) In connection with and without limiting the foregoing, each of the parties shall give any required notices to third parties, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent consents that are necessary, proper or approval required for advisable to consummate the consummation Merger. Each of the transactions contemplated parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable, the parties and their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by this Agreement under applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any Contractsuch meeting with such Governmental Entity. (bc) The Company and Parent shall (i) as reasonably practicable and advisable file (In connection with obtaining any approval or cause to be filed) consent from any and all required pre-merger notification and report forms under the HSR Act Person with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and neither the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under nor any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor Subsidiary of the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree pay or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates pay to any retained business Person whose approval or assets consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of the Company. (d) Parent and the Company Parent. The parties shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to obtain such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateconsents.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws or pursuant to any contract or agreement to consummate and make effective the Merger and the other transactions Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions, (ii) taking all steps as may be necessary, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals and (iii) executing and delivering any additional instruments reasonably necessary or advisable to consummate the Merger and the Transactions contemplated by this Agreement and to fully carry out the other Transaction Documentspurposes of this Agreement. (b) In connection with and without limiting the foregoing, as promptly as practicable and in each of the parties shall give any event prior required notices to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvalsthird parties, and expirations or terminations each of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewithparties shall use, and (ii) using cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent consents that are necessary, proper or approval required for advisable to consummate the consummation Merger and the other Transactions. Each of the transactions contemplated by this Agreement under parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any Contract. (b) The Company required filings or submissions with any Governmental Entity and Parent shall (i) as reasonably practicable will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity and advisable file (supplying each other with copies of all material correspondence, filings or cause to be filed) communications between either party and any and all required pre-merger notification and report forms under the HSR Act Governmental Entity with respect to this Agreement. To the Mergerextent reasonably practicable, the parties and (ii) maketheir Representatives shall have the right to review in advance and each of the parties will consult the others on, as promptly as practicable all the information relating to the other and advisableeach of their Affiliates that appears in any filing made with, or written materials submitted to, any appropriate filings Governmental Entity in connection with the Merger and the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental AuthoritiesEntity in respect of any filing, if necessary investigation or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (inquiry without giving the other party prior notice of such meeting or conversation and, to the extent requiredpermitted by applicable Law, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without giving the other party’s consent that could reasonably be expected parties the opportunity to adversely affect attend or materially delay participate (including whether by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of telephone or in person) in any such meeting with such Governmental Authority of any required filings or applications under Antitrust LawsEntity. (c) In furtherance of Notwithstanding anything to the covenants of the parties contained contrary in this Section 7.5 (i) if Agreement, in connection with obtaining any administrative approval or judicial action or proceeding, including consent from any proceeding by a private party, is instituted (or threatened Person with respect to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the other Transactions, neither the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under nor any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor Subsidiary of the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree pay or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates pay to any retained business Person whose approval or assets consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of the CompanyParent. The parties shall cooperate to obtain such consents. (d) Except as described in this Agreement or in Section 6.8 of the Parent and the Company shall cooperate and consult with each other Disclosure Letter, in connection with the making of all filings, notifications, communications, submissions, and obtaining any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices approval or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, consent from any third party or any Governmental Authority Person with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent Merger and the Company other Transactions, neither the Parent nor any Subsidiary of Parent shall permit counsel for pay or commit to pay to any Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without the other party reasonable opportunity to review in advance, and consider in good faith the views prior written consent of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateCompany.

Reasonable Best Efforts. (ai) Each Seller and Buyer shall cooperate and shall, and Seller shall cause each of Parentthe Transferred Entities to, the Company and their respective Subsidiaries Buyer shall cause its Affiliates to, and Buyer shall use its reasonable best efforts to promptly takecause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be taken, taken all actions, and to promptly do, do or cause to be donedone all things, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as reasonably practicable, including, (x) preparing and filing as promptly as reasonably practicable and in any event prior all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions or nonactionsnotices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, consentsorders, clearancesinterpretive guidance, approvalsexemptions, permits and expirations authorizations necessary or terminations of waiting periods, advisable to be obtained from Governmental Authorities and any third party and/or any Government Entity in order to consummate the making of all necessary registrations and filings in connection therewithtransactions contemplated by this Agreement, and (iiy) using its reasonable best efforts taking all actions reasonably necessary in order to obtain all necessary consents, approvals comply with or waivers from third parties; provided, that in no event shall satisfy the Company, Parent or their respective Subsidiaries be required to pay requirements of any fee, penalty applicable Law or other consideration to requirements of any third party for any consent or approval required for Government Entity that would prevent the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent by the Termination Date; provided, however, that Buyer shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Mergernot, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates not to) request early termination , make any filing for any such notice, report or filing in respect of consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations with respect to any antitrust or merger filings, or initiate any communications with any Government Entity with respect to any antitrust or merger filings, without Buyer’s first consulting with Seller in order to give Seller a reasonable opportunity to comment on the content of any applicable waiting periods merger filing relevant to the transaction contemplated under this Agreements in order to present the Antitrust Laws (if available) best case for unconditional clearance of the transaction before a merger filing is submitted to a Government Entity. Without limiting the generality of the foregoing, each of Buyer and Seller shall, and Seller shall respectively cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use their its reasonable best efforts to cause the expiration or termination of such waiting periodsMajority Stockholders to, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission make as promptly as reasonably practicable all filings and advisable submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information or documents that may be requested pursuant under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor. (ii) Notwithstanding the obligations in this Section 6.4 to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement)contrary, and each party hereto shall diligently pursue, in connection with obtaining the approval of any Governmental Authority Government Entity to the Closing, neither Buyer nor any of its Affiliates and neither Seller nor any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company its Affiliates shall be required to (A) sell, divest, hold separate, or otherwise dispose of any of its or their respective businesses, properties or assets, (B) conduct its or their businesses in a specified manner or (C) agree to take any of the actions set forth in clause (i)(y) or (ii)(A) or (ii)(B) above that would, in the case of Buyer, result in any Buyer Regulatory Impediments or, in the case of Seller, result in any Seller Regulatory Impediments. (iii) If the Parties become aware of the existence of an approval of a Government Entity that is not set forth on Exhibit F or Exhibit G or any Law that is reasonably expected to prevent the Closing they shall consult and reasonably cooperate with one another in connection with determining a mutually acceptable manner of dealing with any related Property and assets, and, subject to the standards set forth in (ii) above, take all reasonable action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. in connection therewith, including by agreeing on appropriate risk sharing. (iv) Notwithstanding anything set forth in this Agreement to the contrary, Buyer shall take all actions necessary to eliminate prior to the Company and its Subsidiaries shall not be obligated to take Termination Date any Buyer Regulatory Impediment (or agree or commit to take any action element of clause (Ai) thereof that is not conditioned on would prevent the Closing, or (B) that relates to any retained business or assets consummation of the Companytransactions contemplated by this Agreement by the Termination Date) arising from or reasonably likely to be imposed in connection with Buyer’s sale of capital stock and Equity Rights to strategic investors. (db) Parent Seller, on the one hand, and Buyer, on the Company shall cooperate other hand, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, associates, directors, officers and consult with each shareholders and such other matters as may be reasonably necessary or advisable in connection with the making preparation of all filingsany prospectus, notifications, communications, submissions, and proxy statement or any other actions pursuant statement, filing, notice or application made to any third party and/or any Government Entity in connection with the transactions contemplated by this Section 7.5Agreement. (c) Except as prohibited by applicable Law and except as prohibited by any Government Entity, and, subject to applicable legal limitations Seller and the instructions of any Governmental Authority, Parent and the Company Buyer shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactionstransactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may besuch party, or any of their respective Subsidiaries its Affiliates, and in the case of Buyer any notices or Affiliatesother communications received by a Majority Stockholder and furnished to Buyer, from any third party or and/or any Governmental Authority Government Entity with respect to such Transactions. Subject to applicable Law relating to the exchange of informationtransactions contemplated by this Agreement, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advanceexcept, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) in the case of, Seller, Seller may redact any portion of such notices or other communications related to remove references concerning any business of Seller and its Affiliates other than those conducted by the valuation of SpinCo or information concerning the Transaction ProcessTransferred Entities, or proposals from third parties with respect thereto, and (ii) as necessary in the case of Buyer, Buyer may redact any portion of such notices or other communication related to comply with contractual agreements, and (iii) as necessary anything that is not related to address reasonable privilege such transactions. None of the parties shall permit any of its respective officers or confidentiality concerns. Parent and the Company agree not any other Representatives or agents to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority Government Entity in connection with respect of any filings, investigation or other inquiry relating to the Transactions transactions contemplated by this Agreement unless it gives prior notice and consults with the other party in advance and, to the extent not prohibited permitted by such Governmental AuthorityGovernment Entity, gives the other party a reasonable the opportunity to attend and participateparticipate thereat. The parties shall consult and reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to any Laws in connection with the transactions contemplated by this Agreement (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing party and their Representatives prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith, except in each case (x) that Seller shall not be so required to the extent that any of the foregoing related to any business of Seller and its Affiliates other than those conducted by the Transferred Entities and (y) that Buyer shall not be so required to the extent that any of the foregoing do not relate in any manner whatsoever to the transactions contemplated by this Agreement).

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of MCK, Echo Holdco and the Company and their respective Subsidiaries shall use its their reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside DateTransactions, including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, clearancesstatements, approvalsregistrations, submissions of information, applications and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, other documents and (ii) using its reasonable best efforts to obtain obtaining and maintaining all necessary approvals, consents, approvals or waivers from third parties; providedregistrations, that in no event shall the Companypermits, Parent or their respective Subsidiaries be authorizations and other confirmations required to pay be obtained from any fee, penalty Governmental Authority or other consideration to any third party for any consent that are necessary, proper or approval required for advisable to consummate the consummation of the transactions contemplated by this Agreement under any ContractTransactions. (b) The Company In furtherance and Parent not in limitation of the foregoing, each such Party hereto shall (i) as reasonably practicable to the extent required by the HSR Act, make an appropriate filing of a Notification and advisable file (or cause Report Form pursuant to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, Transactions as promptly as practicable and advisable, and in any event within 14 Business Days of the date hereof or any other date mutually agreed upon by the Parties, (ii) use reasonable best efforts to make an appropriate filings with other Governmental Authorities, if necessary or advisable, filing pursuant to any other Antitrust Law. The Company and Parent shall (and, foreign antitrust Applicable Law with respect to the extent requiredTransactions as promptly as practicable and (iii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any information or documentary material that may be requested by any Governmental Authority pursuant to the FTC Act, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws Civil Process Act or any other antitrust Applicable Law and (if availableiv) and shall respectively use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other antitrust Applicable Law, as applicable, as soon as practicable. For the avoidance of doubt, the foregoing obligations shall apply to each such waiting periodsParty, regardless of whether such Party or any of its Affiliates is required to file a Notification and shall supply Report Form pursuant to the Antitrust Division of HSR Act with respect to the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust LawsTransactions. (c) In furtherance The Parties understand and agree that the reasonable best efforts of the covenants MCK, Echo Holdco and the Company pursuant to this Section 5.07 shall be deemed to include proposing, negotiating, offering to agree to, agreeing to or effecting such conditions, commitments or restrictions on or related to the conduct of the parties contained in this Section 7.5 Company’s business (iincluding amendments to or waivers of provisions of any agreement among any or all of the Parties and the Company that relate to the Company’s business or operations) if any administrative as are necessary, proper or judicial action advisable to cause the expiration or proceeding, including any proceeding termination of the applicable waiting periods under the HSR Act or to avoid a suit by a private party, is instituted (or threatened Governmental Authority seeking to be instituted) challenging enjoin the Merger as violative of Transactions pursuant to any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, provided that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company Party shall be required to take agree to any action under this Section 7.5 that conditions, commitments or restrictions that, individually or in the aggregate, would reasonably be expected to materially adversely impact Parent’s the assets, business, expected results of operation or financial condition of the Company’s expected benefits resulting from the Transactions. Notwithstanding anything to the contrary in this Agreement Agreement, neither MCK, nor the Company, nor the Echo Parties or any of their Affiliates shall be required to the contrarydivest, the Company and its Subsidiaries shall not be obligated to take transfer, sell, or otherwise dispose of or hold separate (or agree to do any of the foregoing), any business, asset or commit any portion thereof, whether or not to take any action (A) that is not conditioned on the Closing, or (B) that relates be contributed to any retained business or assets of the Company. (d) Parent In connection with the efforts required under this Section 5.07, each such Party shall (i) cooperate in all respects with each other Party in connection with any filing or submission and in connection with any investigation, inquiry or proceeding under any applicable Antitrust Law, (ii) keep each other Party reasonably informed of the Company shall cooperate status of matters related to the Transactions contemplated by this Agreement, including furnishing the other Parties with any written notices or other communications received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Authority and of any communication received or given in connection with any proceeding by a private party under applicable Antitrust Laws, in each case regarding any of the Transactions contemplated hereby; and (iii) permit the other Party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority under or in connection with the making of all filings, notifications, communications, submissionsany applicable Antitrust Laws, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of extent permitted by the TransactionsFTC, including promptly furnishing the DOJ or such other with copies of notices applicable Governmental Authority or other communications received by Parent and the CompanyPerson, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for give the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateparticipate in such meetings and conferences in accordance with Antitrust Law.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, the Company and their respective Subsidiaries shall parties agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the other Transaction DocumentsAgreement, as promptly as practicable and in any event prior to the Outside Date, including including: (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, clearances, approvals, consents and expirations or terminations of waiting periods, approvals from all Governmental Authorities Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection therewithwith the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) using its reasonable best efforts to obtain the obtaining of all necessary consents, approvals or waivers from third parties; provided, that in no event shall (iii) the Company, Parent or their respective Subsidiaries be required to pay defending of any fee, penalty lawsuits or other consideration to any third party for any consent legal proceedings, whether judicial or approval required for administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement under shall consent to any Contractvoluntary delay of the consummation of the Offer or the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. (b) The Company and Parent Each party shall (i) as reasonably practicable and advisable file (or cause to be filed) any and use all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to not take any action, or enter into any transaction, which would cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably its representations or warranties contained in this Agreement to be expected to adversely affect untrue or materially delay (including by entering into result in a timing agreement), and each party hereto shall diligently pursue, the approval breach of any Governmental Authority of any required filings or applications under Antitrust Lawscovenant made by it in this Agreement. (c) In furtherance of Notwithstanding anything to the covenants of the parties contrary contained in this Section 7.5 (i) if Agreement, in connection with any administrative filing or judicial submission required or action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging taken by either Parent or the Company to effect the Offer, the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacatedconsummate the other transactions contemplated hereby, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts not, without Parent's prior written consent, commit to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (divestiture transaction, and in any event no later than the Outside Date); provided, that neither Parent nor the Company any of its Affiliates shall be required to divest or hold separate or otherwise take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closinglimits its freedom of action with respect to, or (B) that relates its ability to retain, the Company or any retained business of the businesses, product lines or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective its Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party otherwise would have a reasonable opportunity to attend and participateMaterial Adverse Effect on Parent.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and subject at all times to each Party’s and its directors’ duty to act in a manner consistent with their respective Subsidiaries shall fiduciary duties, each Party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws Law promptly to consummate and make effective the Merger and the other transactions contemplated by this Agreement Agreement, including preparing, executing and filing promptly all documentation to effect all necessary notices, reports and other filings and to obtain promptly all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or Governmental Entity in order to consummate the Merger and the other Transaction Documentstransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, as promptly as practicable and in any event prior to the Outside Dateextent applicable, including each Party hereto agrees to promptly provide to each relevant Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Laws (“Governmental Antitrust Entity”) non-privileged information and documents (i) the obtaining of all necessary actions requested by any Governmental Antitrust Entity or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts that are necessary, proper or advisable to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the permit consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company Agreement, and Parent shall (i) as reasonably practicable and advisable file (use its reasonable best efforts to take or cause to be filed) any and taken all required pre-merger notification and report forms under the HSR Act other actions necessary, proper or advisable consistent with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts this Section 6.5 to cause the expiration or termination of such the applicable waiting periods, and shall supply to the Antitrust Division or receipt of the United States Department of Justice or the United States Federal Trade Commission required authorizations, as promptly applicable, under all applicable antitrust Laws as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawssoon as practicable. (cb) In furtherance and not in limitation of the covenants of the parties Parties contained in this Section 7.5 (i) 6.5(a), each of Company Y and Company T shall use its reasonable best efforts to resolve such objections if any, as may be asserted by any applicable Governmental Entity or other person with respect to the transactions contemplated hereby under any antitrust Law. In connection with the foregoing, if any administrative or judicial action or proceeding, including any action or proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger any transaction contemplated by this Agreement as violative of any Antitrust antitrust Law, each of the parties hereto Company Y and Company T shall use reasonable best efforts cooperate with each other to contest and resist any such action or proceeding and to use their reasonable best efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction, injunction or other order, whether temporary, preliminary or permanent, that results from such action or proceeding is in effect and that prohibits, prevents or restricts consummation of the Merger on transactions contemplated by this Agreement, so long as such actions by Company Y or before Company T do not have, and are not reasonably likely to have, individually or in the Outside Date and (ii) Parent and the aggregate, a Company each shall use reasonable best efforts to take such further action as may be necessary to avoid T Material Adverse Effect or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date)a Company Y Material Adverse Effect; provided, however, that neither Parent nor the Company shall be required T may expressly condition any such actions and any agreement to take any action under this Section 7.5 that would materially impact Parent’s or such actions upon the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets consummation of the Company. (d) Parent Merger and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participatetransactions contemplated hereby.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of the Company parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries shall use its to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, all things necessary to comply promptly with all legal requirements that may be imposed on such party with respect to the Transactions and to assist and shall promptly cooperate with and furnish information to each other party in connection with any such requirements imposed upon such party or any of its Subsidiaries in connection with the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other in doingdocuments (including the filing required to obtain German Antitrust Approval) and (ii) obtain all approvals, all things reasonably consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable under applicable Laws to be obtained by them to consummate the Transactions, including, without limitation, the landlord consents listed on Section 3.3(c) of the Company Disclosure Schedule. The Company will cause the Contracts set forth in Section 5.3 of the Company Disclosure Schedule to be terminated effective as of the Effective Time. (b) In furtherance and make effective not in limitation of the Merger foregoing, if any “fair price,” “business combination” or “control share acquisition” Law or other similar Law becomes applicable to any of the Transactions, the Company and Parent shall each use its reasonable best efforts to ensure that the other transactions Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the other Transaction Documents, as promptly as practicable and in any event prior effect of such Law on the Transactions. (c) Each of the parties hereto shall use its reasonable best efforts to the Outside Date, including (i) the obtaining of cooperate in all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings respects with each other in connection therewithwith any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) using its reasonable best efforts to obtain keep the other party informed in all necessary consentsmaterial respects and on a reasonably timely basis of any material communication received by such party from, approvals or waivers from third parties; providedgiven by such party to, that the German Federal Cartel Office (Bundeskartellamt) or any other Governmental Authority, in no event shall the Company, Parent or their respective Subsidiaries be required to pay each case regarding any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periodsTransactions, and shall supply furnish the other party with copies of all such communication. Subject to applicable Laws relating to the Antitrust Division exchange of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Lawinformation, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions. (d) In furtherance and not in limitation of the covenants of the parties hereto contained in this Section 5.3, (i) each of the parties hereto shall use its reasonable best efforts to contest and resist any resolve such action or proceeding and to have vacatedobjections, liftedif any, reversed or overturned any decree, judgment, injunction, as may be asserted by a Governmental Authority or other orderPerson with respect to the Transactions, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent agrees to file with the German Federal Cartel Office (Bundeskartellamt) as promptly as reasonably practicable the notification required for the receipt of German Antitrust Approval and the Company agrees to provide Parent as promptly as practicable with such assistance as Parent reasonably requests for the purposes of filing such notification and, if such notification is made, each shall party agrees to supply as promptly as practicable any additional information and documentary material that may be required or requested by the German Federal Cartel Office (Bundeskartellamt) and use its reasonable best efforts to take such further action as or cause to be taken all other actions consistent with this Section 5.3 necessary to obtain German Antitrust Approval. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to have vacated or terminated on or before the Termination Date any decree, order or judgment that seeks to restrain, prevent or delay the consummation of the Transactions; provided that neither Parent nor Merger Sub shall be required to make any material monetary expenditure, commence or be a plaintiff in any legal proceeding, or offer or grant any material accommodation (financial or otherwise) to any Person, including any Governmental Authority. Notwithstanding anything herein to the contrary, none of Parent, the Company or the Surviving Corporation (or any of their subsidiaries or Affiliates) shall in any event be required to hold separate or otherwise agree to any material restrictions on, sell, divest or dispose of any assets or businesses, including any assets or business to be acquired pursuant to this Agreement, in connection with obtaining any approval under any Laws that may be necessary asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority. (e) Parent and Merger Sub (i) shall not permit any material amendment or material modification to avoid be made to the Equity Commitment Letter, or eliminate promptly each impediment waive any material provision of, or remedy under, the Equity Commitment Letter, unless such amendment, modification or waiver, as the case may be, shall have been expressly approved in writing by the Company prior thereto, (ii) shall use their reasonable best efforts to comply (and cause their Affiliates to comply) with all obligations, and satisfy all conditions, under any Antitrust Law so as the Equity Commitment Letter that are within their control or the control of their Affiliates, and (iii) shall use their reasonable best efforts to enable obtain and consummate the Closing to occur Equity Financing contemplated thereunder as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement prior to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the CompanyEffective Time). (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, Parent, on the Company one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries shall to use its reasonable best efforts to promptly (i) take, or cause to be taken, all appropriate actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doingall things, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as promptly as practicable (and in any event no later than the Outside Date); provided, that neither including, for the avoidance of doubt, in the case of Parent nor until the Company Effective Time or the termination of this Agreement, retaining ownership and voting control over, and voting or causing to be voted, all Common Units and Class B Units beneficially owned by Parent as of the date of this Agreement or acquired thereafter in favor of the Merger at the Partnership Unitholder Meeting (unless there is a Partnership Adverse Recommendation Change, in which case Parent shall be required free to take any action under this Section 7.5 that would materially impact vote such Common Units and Class B Units in Parent’s or sole discretion) and to consummate and make effective, in the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrarymost expeditious manner practicable, the Company transactions contemplated by this Agreement, including preparing and its Subsidiaries shall not be obligated filing as promptly as practicable all documentation to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of effect all necessary filings, notifications, communicationsnotices, submissionspetitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement and (iii) defend any Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek 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. (b) In furtherance and not in limitation of the foregoing, each party hereto (including by their respective Subsidiaries) agrees to make an appropriate filing (if required by applicable Law) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable and in any event within ten (10) Business Days after the date of this Agreement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other applicable Antitrust Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 6.4 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as promptly as practicable (and in any event no later than the Outside Date). (c) Each of the parties hereto shall, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of cause their respective Subsidiaries or Affiliatesto, from any third party or any Governmental Authority use its reasonable best efforts to (i) cooperate in all respects with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the each other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any filing or submission with a Governmental Authority in connection with the Transactions unless it consults with the other party in advance andtransactions contemplated hereby, to the extent not prohibited including by such Governmental Authority, gives providing the other party a reasonable opportunity to attend review and participatecomment thereon, and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private Person, and (ii) promptly inform the other party of (and supply to the other party) any written communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and any material written communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 6.4 in a manner so as to preserve the applicable privilege.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions herein provided for, each of Parent, the Company and their respective Subsidiaries shall parties hereto agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actionsappropriate action, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing in this Agreement (other than as expressly provided for in Section 1.01) shall obligate Parent or Sub to keep the Offer open beyond the expiration date set forth in the Offer (as it may be extended from time to time) and the other Transaction Documentsnothing in this Agreement shall obligate Parent, as promptly as practicable and in Sub or any event prior of their respective Subsidiaries or affiliates to the Outside Date, including agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the obtaining Shares), or to divest, dispose of or hold separate any securities or all necessary actions or nonactionsa portion of their respective businesses, waiversassets or properties or of the business, consents, clearances, approvals, and expirations assets or terminations properties of waiting periods, from Governmental Authorities and the making Company or any of all necessary registrations and filings in connection therewith, and its Subsidiaries or (ii) using to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of the Company and its Subsidiaries. In connection with and without limiting the foregoing, (x) each of the Company, Parent and Sub shall use its reasonable best efforts to obtain all necessary make promptly any required submissions under the HSR Act which the Company and Parent and Sub determines should be made, in each case, with respect to the Offer, the Merger, the Company Option Agreement or the Stockholder Option Agreements and the transactions contemplated by this Agreement, the Company Option Agreement and the Stockholder Option Agreements, (y) Parent, Sub and the Company shall cooperate with one another (i) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from third parties; provided, that in no event shall other parties to loan agreements or other contracts or instruments material to the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for 's business in connection with the consummation of the transactions contemplated by this Agreement, and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers and (z) the Company will use its reasonable best efforts promptly to grant such approvals and to take or cause to be taken such actions as are necessary to eliminate or minimize the effects on the transactions contemplated hereby of any antitakeover statute, regulation or charter provision that is or shall become applicable to the transactions contemplated hereby (except, in the case of any such approval or action by the Board of Directors of the Company, to the extent that the Board of Directors determines in good faith, following the receipt of advice of outside legal counsel, that granting such approval or taking such action is reasonably likely to be a breach by the Board of Directors of its fiduciary duties to the stockholders of the Company under applicable law). Without limiting the foregoing, the Company shall use its best efforts to obtain prior to the consummation of the Offer the consents, approvals and waivers listed in Section 4.07 of the Disclosure Letter, but, without Parent's consent, shall not agree to amend any material terms of any agreements referenced to herein, or pay or agree to pay any amount or other consideration in order to obtain any such approvals or waivers. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement under any Contractshall take all such necessary action. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (In the event that any action, suit, proceeding or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect investigation relating hereto or to the Mergertransactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, defend vigorously against it and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawsrespond thereto. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions herein provided, each of Parent, the Company and their respective Subsidiaries shall parties hereto agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, action and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws laws, rules and regulations and otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using shall use its reasonable best efforts to obtain all necessary consentsactions or non-actions, extensions, waivers, permits, consents and approvals and to effect all registrations, filings and notices with or waivers to third parties or governmental or public bodies or authorities that are necessary or desirable in connection with the transactions contemplated by this Agreement except in each such case to the extent that the applicable Board may determine in good faith, after receiving advice from third parties; providedits outside counsel, that any such action could reasonably be expected to be a breach of the directors' fiduciary duties under applicable law. The Company will cooperate with Parent and Subsidiary in no event supplying all information reasonably requested in connection with any due diligence investigation by Parent or its lenders. Notwithstanding the foregoing, nothing in this Section 6.6 shall require, or be construed to require, Parent, Subsidiary or the Company, in connection with the receipt of any regulatory approval, to proffer or agree (i) to sell or hold separate or agree to sell, divert or discontinue or to limit, before or after the Effective Time any assets, businesses or interest in any assets or businesses of Parent, the Company or any of their respective affiliates (or to consent to any sale or agreement to sell or discontinuance or limitation by Parent or their respective Subsidiaries be required the Company, as the case may be, of any of its assets or business) or (ii) to pay any fee, penalty or other consideration agree to any third conditions relating to, or changes or restriction in, the operations of any such asset or business which, in either case, is reasonably likely to materially and adversely impact the economic or business benefits to such party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust LawAgreement. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.5 (i) 6.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger any transaction contemplated by this Agreement as violative of any Antitrust Lawantitrust law, each of the parties hereto shall cooperate in all respects with each other and use its reasonable best efforts to contest and resist any such action or proceeding proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, injunction or other order, whether temporary, preliminary or permanent, that results from such action or proceeding is in effect and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under transaction contemplated by this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissionsAgreement, and to resolve any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of challenge or objection raised by any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices governmental authority or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateprivate party.

Reasonable Best Efforts. (a) Each The terms of Parentthe Acquisition at the date of publication of the Scheme Document shall be set out in the Rule 2.5 Announcement and the Scheme Document, to the Company extent required by applicable Law. (b) Subject to the terms and their respective Subsidiaries shall conditions of this Agreement, each Party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to achieve satisfaction of the Conditions and to consummate the Acquisition and make effective the Merger Transactions, as soon as practicable after the date hereof, including using reasonable best efforts in (i) preparing and filing, in consultation with the other transactions contemplated by this Agreement Party and the other Transaction Documents, as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Acquisition, Scheme, or any event prior to of the Outside Dateother Transactions, including (iii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, clearances, approvals, consents and expirations or terminations of waiting periods, approvals from Governmental Authorities and Entities, including any required action or non-action from the making of all necessary registrations and filings in connection therewithapplicable Governmental Entities under the Antitrust Laws, the DPA, Foreign Investment Laws, or other Laws related to the Regulatory Clearances and (iiiii) using its reasonable best efforts to obtain all necessary consents, approvals the contesting and defending of any Proceedings challenging this Agreement or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under Acquisition or any Contract. of the other Transactions, including (bA) The Company and Parent shall (i) as reasonably practicable and advisable file seeking to have any stay or temporary restraining order (or cause to be filedother Order) entered by any and all required pre-merger notification and report forms under the HSR Act with respect to the Mergercourt or Governmental Entity vacated, reversed or terminated and (iiB) make, as promptly as practicable and advisable, defending through litigation on the merits any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or claim asserted in court by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected Person to adversely affect avoid entry of, or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned terminated, any decree, judgment, injunction, or other order, Order (whether temporary, preliminary or permanent, ) that results would restrain or prevent Completion from such action or proceeding occurring prior to the Outside Date. In furtherance and that prohibits, prevents or restricts consummation not in limitation of the Merger on or before the Outside Date and (ii) Parent and the Company foregoing, each shall use reasonable best efforts Party agrees to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur make, as promptly as practicable reasonably practicable, (I) an appropriate filing of a Notification and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement Report Form pursuant to the contraryHSR Act, (II) a joint voluntary notice with the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned Committee on Foreign Investment in the Closing, or (B) that relates to any retained business or assets United States in accordance with Section 721 of the CompanyDefense Production Act of 1950, as amended (the “DPA”), (III) any filing, notification, submission or report required pursuant to non-U.S. Antitrust Laws, (IV) appropriate filings, notifications, submissions or reports, if any are required or voluntarily submitted, pursuant to the Foreign Investment Laws and (V) appropriate filings, notifications, submissions or reports related to all other Regulatory Clearances. (dc) Parent Each of Aon and WTW shall, in connection with the Company shall efforts referenced in Section 8.2(b), (i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party, including by allowing the making other Party to have a reasonable opportunity to review in advance and comment on drafts of all filingsfilings and submissions; (ii) promptly inform the other Party of any communication, notificationsinquiry or investigation received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authoritymaterial communication received or given in connection with any proceeding by a private party, Parent and the Company shall keep in each other apprised on a current basis of the status of matters relating to the completion case regarding any of the Transactions; provided, including promptly furnishing however, that materials may be redacted or withheld (A) to remove references concerning the valuation of Aon, WTW or any of their Subsidiaries, (B) as necessary to comply with contractual arrangements in effect as of the date hereof, and (C) as necessary to address reasonable privilege or confidentiality concerns (collectively, “Permitted Redactions”); and (iii) permit the other Party to review in advance any communication that it gives to, and consult with copies each other in advance of notices any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other Governmental Entity, or, in connection with any Proceeding by a private party, with any other Person subject to Permitted Redactions, and to the extent permitted by the DOJ, the FTC or any other applicable Governmental Entity or other communications received by Parent Person, give the other Party the opportunity to attend and participate in any meeting, telephone call or conference with the CompanyDOJ, the FTC or any other Governmental Entity or other Person. (d) In furtherance and not in limitation of the covenants of the Parties contained in Section 8.2 and this Section 8.2(d), each Party shall use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the case may beTransactions under any Antitrust Law or the DPA, Foreign Investment Laws, or other Laws related to the Regulatory Clearances including agreeing to any terms, conditions or modifications (including Aon, WTW or any of their respective Subsidiaries having to immediately cease operating, license, sell or Affiliatesotherwise dispose of any assets or businesses (including the requirement that any such assets or businesses be held separate)) (such actions, from any third party or any Governmental Authority “Disposition Actions”) with respect to obtaining the expiration or termination of any waiting period or any consents, permits, waivers, approvals, authorizations or orders in connection with the consummation of the Transactions; provided, however, neither WTW nor Aon shall be required to take, and neither WTW nor Aon shall take without the prior written consent of the other Party, such TransactionsDisposition Actions under this Section 8.2(d) that would result in, or would be reasonably likely to result in, the sale or disposition of assets or businesses and/or the termination of any business (in any jurisdiction(s)) that directly generated more than $1,800,000,000 of the annual combined consolidated revenues of Aon and its Subsidiaries and WTW and its Subsidiaries during the 12 month period ending as of December 31, 2019 (the “Disposition Cap”). Notwithstanding the foregoing, subject to Section 8.2(e), at the written request of Aon, WTW shall, and shall cause its Subsidiaries to, agree to take any such Disposition Actions, including any such Disposition Actions that would result in, or would be reasonably likely to result in the sale or disposition of assets or businesses and/or the termination of any business (in any jurisdiction(s)) in excess of the Disposition Cap, so long as the effectiveness of such actions are conditioned upon Completion. Nothing in this Section 8.2(d) shall require Aon, WTW or their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon Completion. (e) Subject to applicable Law relating to the exchange last sentence of informationthis Section 8.2(e), Parent Aon and WTW shall jointly develop, and each of the Company Parties shall permit counsel for the other party reasonable opportunity to review in advanceconsult and cooperate with one another, and consider in good faith the views of one another, with respect to (i) the strategy, timing and form for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by, or execution of any remedy required by, any Governmental Entity that has authority to enforce any Antitrust Law or any Law related to any other party Regulatory Clearance (including directing the timing, nature and substance of all such responses, including any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection withwith the subject matter of this Section 8.2), and (ii) the defense and settlement of any proposed notifications action brought by or filings and any substantive written communications or submissions to before any Governmental AuthorityEntity that has authority to enforce any Antitrust Law; provided, however, that in the event of any disagreement between the Parties with respect to the matters described in the foregoing clause (i) or (ii), the General Counsel of Aon and the General Counsel of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, that materials may if the General Counsels of the Parties cannot resolve any such disagreement, the Chief Financial Officer of Aon and the Chief Financial Officer of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Chief Financial Officers of the Parties cannot resolve any such disagreement, the Chief Executive Officer of Aon and the Chief Executive Officer of WTW shall seek to resolve such disagreement reasonably and in good faith; provided, further, that if the Chief Executive Officers of the Parties cannot resolve any such disagreement, the determination of the Chief Executive Officer of Aon shall prevail. (f) Subject to Section 8.2(d), each of Aon and WTW shall use its reasonable best efforts to obtain the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third parties (other than Governmental Entities) necessary, proper or advisable for the consummation of the Transactions and to provide any notices to third parties required to be redacted provided prior to the Effective Time; provided that, without the prior written consent of the other Party, neither Party shall incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain such consents or certificates. (g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the Outside Date, the Parties shall use their respective reasonable best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the Outside Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to remove references concerning the valuation of SpinCo or information concerning the Transaction ProcessOutside Date, or proposals from third parties with respect thereto, (ii) Condition 1 fails to be satisfied, the Parties shall (unless and until this Agreement is validly terminated pursuant to and in accordance with Section 9.1) take all reasonable actions required in order to re-initiate the Scheme process as promptly as reasonably practicable (it being understood that no such lapsing described in subclause (i) or (ii) shall, in and of itself, result in a termination of, or otherwise affect any rights or obligations of any Party under, this Agreement). (h) In furtherance and not in limitation of the foregoing, WTW shall cause each WTW Broker-Dealer to prepare and submit to FINRA a substantially complete FINRA Application as soon as reasonably practicable after the date hereof. WTW shall use its reasonable best efforts to obtain FINRA’s approval of the FINRA Applications, provide Aon and its counsel with an opportunity to review any filings related to the FINRA Applications prior to their submission and keep Aon and its counsel reasonably informed of any developments in respect of such filings. Aon shall (and shall cause its Affiliates to) timely provide to WTW all information required to complete the FINRA Applications and respond to any further FINRA requests. (i) The Parties shall assemble all information necessary to comply timely and effectively notify, in accordance with contractual agreementsall requirements under the International Traffic in Arms Regulations, and the U.S. Department of State, Directorate of Defense Trade Controls (iii“DDTC”) as necessary to address reasonable privilege or confidentiality concernsof the Transaction. Parent and the Company agree not to participate in any pre-scheduled meeting or discussionThe Parties shall, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party at least sixty (60) days in advance andof the Completion Date, submit or cause to the extent not prohibited be submitted to DDTC all information required by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate22 C.F.R. § 122.4(b).

Reasonable Best Efforts. (a) Each Subject to the terms and ----------------------- conditions herein provided, each of Parent, the Company and their respective Subsidiaries shall parties hereto agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable on their part under applicable Laws this Agreement or laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction DocumentsStockholder Agreement. Without limiting the generality of the foregoing, as promptly as practicable Parent, Acquisition Sub, Sellers and in any event prior to the Outside Date, including Company shall cooperate with one another (i) in the obtaining preparation and filing of all necessary actions the Offer Documents, the Schedule 14D-9, the Proxy Statement and any required filings in connection with the Company Governmental Approvals, the Parent Governmental Approvals and any other applicable laws; (ii) in determining whether action by or nonactionsin respect of, waiversor filing with, any Governmental Entity is required, proper or advisable or any actions, consents, clearanceswaivers or approvals are required to be obtained from parties to any contracts, approvals, and expirations or terminations of waiting periods, from Governmental Authorities in connection with the transactions contemplated by this Agreement and the making of Stockholder Agreement; (iii) in taking all necessary registrations and filings in connection therewithaction reasonably necessary, and (ii) using its reasonable best efforts proper or advisable to obtain all secure any necessary consents, approvals or waivers from third parties, including under existing debt obligations of the Company and its subsidiaries or to amend the notes, indentures or agreements relating to such existing debt obligations to the extent required by such notes, indentures or agreements, or to redeem or repurchase such debt obligations; provided(iv) in contesting any pending legal proceeding, that in no event shall whether judicial or administrative, relating to the Company, Parent Offer or their respective Subsidiaries be required the Merger including seeking to pay have any fee, penalty stay or temporary restraining order entered by any court or other consideration Governmental Entity vacated or reversed; (v) executing any additional instruments necessary to any third party for any consent or approval required for the consummation of consummate the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, hereby and (iivi) makein seeking timely to obtain any such actions, as promptly as practicable consents and advisable, waivers and to make any appropriate filings with other Governmental Authorities, if such filings. In case at any time after the Effective Time any further action is necessary or advisabledesirable to carry out the purposes of this Agreement, pursuant to any other Antitrust Law. The Company the proper officers and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination directors of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No each party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawsall such necessary action. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement (and, in the case of Parent and its Subsidiaries, the terms and conditions of the KMP Merger Agreement and the EPB Merger Agreement), Parent, on the Company one hand, and the Company, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use (it being understood that with respect to EPB and EPB General Partner and their respective Subsidiaries Subsidiaries, Parent’s obligations shall use only apply to the extent such obligation is appropriate under the Organizational Documents of EPB and EPB General Partner and their respective Subsidiaries) its reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doingall things, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as promptly as practicable (and in any event no later than the Outside Date); provided) and to consummate and make effective, that neither Parent nor in the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrarymost expeditious manner practicable, the Company transactions contemplated by this Agreement, including preparing and its Subsidiaries shall not be obligated filing as promptly as practicable and advisable all documentation to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of effect all necessary filings, notifications, communicationsnotices, submissionspetitions, and any other actions pursuant to this Section 7.5statements, andregistrations, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange submissions of information, Parent applications and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, documents (including any proposed notifications required or recommended filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect theretounder applicable Antitrust Laws), (ii) as necessary obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to comply with contractual agreements, consummate the transactions contemplated by this Agreement and (iii) as necessary defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement or seek to address reasonable privilege have lifted or confidentiality concerns. Parent rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby or, with respect to the Parent, the consummation of the KMP Merger and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.EPB Merger. For purposes of this Agreement,

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement (and, in the case of Parent and its Subsidiaries, the terms and conditions of the KMP Merger Agreement and the KMR Merger Agreement), Parent, on the Company one hand, and each of the Partnership and the Partnership GP, on the other hand, shall cooperate with the other and use and shall cause their respective Subsidiaries to use (it being understood that with respect to KMP, its general partner and KMR and their respective Subsidiaries Subsidiaries, Parent’s obligations shall use only apply to the extent such obligation is appropriate under the Organizational Documents of KMP, its general partner and KMR and their respective Subsidiaries) its reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doingall things, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as promptly as practicable (and in any event no later than the Outside Date); provided, that neither including, for the avoidance of doubt, in the case of Parent nor until the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s Effective Time or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in termination of this Agreement to the contraryAgreement, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that voting or causing to be voted all Common Units beneficially owned by Parent and such Subsidiaries and controlled Affiliates in favor of the Merger at the Partnership Unitholder Meeting unless there is not conditioned on the Closinga Partnership Adverse Recommendation Change, or (B) that relates voting or causing to any retained business or assets be voted all voting securities beneficially owned by Parent and such Subsidiaries and controlled Affiliates in KMP in favor of the Company. KMP Merger at the KMP Unitholder Meeting and (dC) voting or causing to be voted to the extent permitted under the Organizational Documents of KMR, all voting securities beneficially owned by Parent and such Subsidiaries and its controlled Affiliates in KMR in favor of the Company shall cooperate KMR Merger at the KMR Shareholder Meeting, and consult with each other to consummate and make effective, in connection with the making of most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable and advisable all documentation to effect all necessary filings, notifications, communicationsnotices, submissionspetitions, and any other actions pursuant to this Section 7.5statements, andregistrations, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange submissions of information, Parent applications and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, documents (including any proposed notifications required or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.recommended filings

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, the Company and their respective Subsidiaries shall parties agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement and Agreement. Each of the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using parties hereto will use its reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are required to obtain all necessary be made or consents, approvals approvals, waivers, permits or waivers authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties; provided, that in no event shall the Companyincluding parties to loan agreements or other debt instruments and including such consents, Parent approvals, waivers, permits or their respective Subsidiaries authorizations as may be required or necessary to pay transfer any feeassets and related liabilities of the Companies to the Surviving Corporations in the Mergers, penalty or other consideration to any third party for any consent or approval required for the consummation of in connection with the transactions contemplated by this Agreement, including the Mergers, and the Voting Agreement and (ii) in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. Parent and the Companies shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Mergers. In connection with the legal opinions referred to in Sections 6.02(c) and 6.03(c), Parent, GC Merger Sub, IPC Merger Sub, IPC Systems and the Companies agree to deliver letters of representation reasonable under any Contractthe circumstances as to their present intention and present knowledge. (b) The Company and Parent parties hereto shall (i) file as reasonably soon as practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms notifications under the HSR Act with respect to the Merger, transactions contemplated hereby and (ii) make, respond as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to inquiries received from the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration Federal Trade Commission or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any for additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), documentation and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur respond as promptly as practicable (to all inquiries and requests received from any State attorney general or other Governmental Entity in any event no later than connection with the Outside Date); provided, that neither Parent nor transactions contemplated hereby. Concurrently with the Company shall be required to take any action filing of notifications under this Section 7.5 that would materially impact Parent’s the HSR Act or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contraryas soon thereafter as practicable, the Company and its Subsidiaries Parent shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets each request early termination of the CompanyHSR Act waiting period. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub, and the Company shall, and shall cause their respective Subsidiaries to, and Parent shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable its control persons under applicable Laws Law to, if applicable, use its reasonable best efforts to fulfill all conditions to Closing applicable to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside DateTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary, proper, or advisable Consents from Governmental Authorities and making all necessary, proper, or advisable registrations, filings, and notices and using reasonable best efforts to take all steps as may be necessary consentsto obtain such Consents from any Governmental Authority (including under Insurance Laws and the HSR Act and any other applicable Antitrust Laws) and (ii) executing and delivering any additional agreements, approvals documents, or waivers from third parties; providedinstruments necessary, that in no event shall proper, or advisable to consummate the CompanyTransactions, Parent or their respective Subsidiaries be required and to pay any feefully carry out the purposes of, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any ContractAgreement. (b) The Company Without limiting the foregoing and subject to Section 6.04(e) and Section 6.04(f), each party hereto shall, and shall cause its Subsidiaries to, and Parent shall use its reasonable best efforts to cause its control persons under applicable Law to, if applicable, use reasonable best efforts to avoid each and every impediment under any applicable Law that may be asserted by, or judgment, decree, and order that may be entered with, any Governmental Authority with respect to this Agreement, the Merger, or any other Transaction, so as to enable the Closing to occur in the most expeditious manner reasonably practicable, including using reasonable best efforts to (i) as reasonably practicable obtain all Consents of Governmental Authorities necessary, proper, or advisable to consummate the Transactions and advisable file (secure the expiration or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods period under the HSR Act and any other applicable Antitrust Laws Laws, (if availableii) resolve any objections that may be asserted by any Governmental Authority with respect to the Merger or any other transaction contemplated hereby, and (iii) prevent the entry of, and have vacated, lifted, reversed, or overturned, any judgment, decree, or order of Governmental Authorities that would prevent, prohibit, restrict, or delay the consummation of the Merger or any other Transaction contemplated hereby. (c) In furtherance of and without limiting the foregoing, (i) Parent shall, and shall respectively use their its reasonable best efforts to cause each of its control persons under applicable Law, if applicable, to, file a “Form A” Acquisition of Control with the expiration Insurance Commissioner of the States of Texas and North Dakota, within twenty (20) business days after the date hereof, which filings shall include a business plan that is consistent in all material respects with the Summary Business Plan, (ii) Parent shall file any pre-acquisition notifications on “Form E” or termination similar market share notifications to be filed in each jurisdiction where required by applicable Insurance Laws within twenty (20) business days after the date hereof; (iii) each of such waiting periods, Parent and the Company shall supply file a notification and report form pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice or with respect to the United States Federal Trade Commission as promptly as reasonably practicable Transactions and advisable any additional information or documents that may be requested pursuant to any Law or by any requesting early termination of them. No party hereto the waiting period under the HSR Act, within twenty (20) business days after the date hereof, (iv) Parent shall take any action without file an application with the other party’s consent that could reasonably be expected to adversely affect or materially delay Bermuda Monetary Authority within twenty (including by entering into a timing agreement)20) business days after the date hereof, (v) Parent shall, and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacatedcause each of its control persons under applicable Law, liftedif applicable, reversed or overturned any decreeto, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation file a notification under section 178 of the Merger on or before Financial Services and Markets Act 2000 to the Outside Date Prudential Regulation Authority and the Financial Conduct Authority within twenty (ii20) business days after the date hereof, (vi) Parent and or, where appropriate, the Company each Subsidiary that is a Xxxxx’x managing agent, shall, following the provision of a draft approved by Parent, file a notification requesting the written consent of the Franchise Board as required by paragraph 43 of the Lloyd’s Underwriting Bye-Law within twenty (20) business days after the date hereof, (vii) Parent shall, and shall use its reasonable best efforts to take such further action cause each of its control persons under applicable Law, if applicable, to, file a notification requesting the written consent of the Council as may be required by paragraph 12 of the Lloyd’s Membership Bye-law to Xxxxx’x within twenty (20) business days after the date hereof, (viii) Parent or the Company, as applicable, shall, and shall use its reasonable best efforts to cause each of their control persons under applicable Law, if applicable, to, make any other necessary, proper, or advisable registrations, filings, and notices under non-U.S. Insurance Laws within twenty (20) business days after the date hereof, (ix) Parent or the Company, as applicable, shall make any necessary, proper, or advisable registrations, draft filings and notices under non-U.S. Antitrust Laws within twenty (20) business days after the Company provides the information necessary to avoid or eliminate promptly each impediment determine what filings are required under any applicable Antitrust Laws, and (x) Parent or the Company, as applicable, shall, and shall use its reasonable best efforts to cause each of their control persons under applicable Law, if applicable, to, make any other necessary, proper, or advisable registrations, filings, and notices within twenty (20) business days after the date hereof. All filings, presentations or communications to the public or to third parties that are made by or on behalf of Parent or any of its control persons under applicable Law so as to enable in connection with the transactions contemplated by this Agreement that include or require a description of, or an attachment of, any plans for the business, operations or management of the Company or any of its Subsidiaries after the Closing to occur as promptly as practicable (shall include a description or plan that is consistent in all material respects with the Summary Business Plan, and in any event no later than the Outside Date); provided, that neither Parent nor any of its control persons under applicable Law or Representatives shall make any statements or representations to any Governmental Authority, rating agency or any other Person in connection with the Company transactions contemplated by this Agreement that are inconsistent with the Summary Business Plan. All filing fees payable in connection with the foregoing shall be required to take any action under this Section 7.5 that would materially impact borne by Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent Each of the Company, Parent, and the Company Xxxxxx Sub shall cooperate and consult with each other in connection one another with respect to the making obtaining of all filingsConsents of Governmental Authorities necessary, notificationsproper, communicationsor advisable to consummate the Transactions and each of the Company, submissionsParent, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company Merger Sub shall keep each other the others reasonably apprised on a current prompt basis of the status of matters relating to such Consents. The Company shall supply all information reasonably requested by Parent to prepare any necessary filings and to make a determination of what filings under the completion Antitrust Laws are necessary. Parent and the Company shall have the right to review in advance and, to the extent practicable, and subject to any restrictions under applicable Law, each shall consult the other with respect to, any filing made with, or written materials submitted to, any Governmental Authority or any third party in connection with the Transactions and each party agrees to in good faith consider comments of the other parties thereon. Parent and the Company shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to applicable Laws. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose Consent is required to consummate the Transactions, including promptly furnishing the each other with copies of notices any written or electronic communication (redacted or on an outside counsel basis as necessary), and shall promptly advise each other communications received by Parent when any such communication causes such party to believe that there is a reasonable likelihood that any such Consent will not be obtained or that the receipt of any such Consent will be materially delayed or conditioned. Parent, Merger Sub, and the CompanyCompany shall not, as the case may beand shall cause their respective Affiliates not to, or permit any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not Representatives to participate in any pre-scheduled live or telephonic meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority (other than routine or ministerial matters) in connection with respect of any filing, investigation, or other inquiry relating to the Transactions unless Transactions, unless, to the extent practicable, (i) it consults with the other party in advance and, (ii) to the extent not prohibited permitted by applicable Law and by such Governmental Authority, gives the other party a reasonable the opportunity to attend and participateparticipate in such meeting. Notwithstanding the foregoing or anything else contained in this Agreement, no party shall be obligated to provide information to another party, if such party determines, in its reasonable judgment, that (i) doing so would violate applicable Law or a Contract, agreement, privilege or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (it being understood that the parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to enable such information to be furnished or made available to the requesting party or its Representatives without so jeopardizing privilege or protection, incurring liability, or contravening applicable Law or Contract, agreement, or obligation, including by entering into a customary joint defense agreement or common interest agreement with the requesting party, to the extent such an agreement would preserve the applicable privilege or protection) or (ii) such information is not directly related to the Transactions. For the avoidance of doubt, this Section 6.04(d) (except for the immediately preceding sentence) shall not apply with respect to Tax matters. (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall a party or any of its Affiliates be required by a Governmental Authority to agree to take, or enter into any action, which action is not conditioned upon the Closing. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or any of its Affiliates be required to (and in no event shall the Company or any Subsidiary of the Company without the prior written consent of Parent agree to) take or refrain from taking, or agree to take or refrain from taking, any action, including entering into any consent decree, hold separate order, or other arrangement, or permit or suffer to exist any condition, limitation, restriction or requirement (i) that would, or would reasonably be expected to, have a material adverse effect on the business, results of operations, or financial condition of (A) the Company and its Subsidiaries, taken as a whole, or (B) Parent or any of its Affiliates (provided that, for this purpose, that the business and the financial condition, results of operations and other financial metrics of Parent or any of its Affiliates that is of a smaller scale than the Company and its Subsidiaries, taken as a whole, shall be deemed to be of the same scale as those of the Company and its Subsidiaries, taken as a whole), (ii) relating to the contribution of capital, or any guaranty, keep-well, capital maintenance or similar arrangement, by Parent or any of its Affiliates (other than the Company and its Subsidiaries) to or of the Company or any of its Subsidiaries or any restrictions on dividends or distributions that, in any case, has or would reasonably be expected to have a non-de minimis adverse economic impact on Parent or any of its Affiliates or (iii) that requires or involves any adverse deviation in any material respect from any key term of the Summary Business Plan with respect to the Company and the Company Insurance Subsidiaries in connection with the Merger identified in Section 6.04(f) of the Parent Disclosure Letter (any such requirement, individually or together with all other such requirements, a “Parent Burdensome Condition”). Except as approved by Parent, the Company shall not, and shall not permit any of its Subsidiaries to, make or agree to any concessions with a Governmental Authority in order to obtain the approvals set forth in Schedule I. Prior to Parent being entitled to invoke a Parent Burdensome Condition, the parties and their respective Representatives shall promptly confer in good faith in order to (i) exchange and review their respective views and positions as to any Parent Burdensome Condition or potential Parent Burdensome Condition and (ii) discuss and present to, and engage with, the applicable Governmental Authority regarding any approaches or actions that would avoid the imposition of a Parent Burdensome Condition or mitigate its impact so that it is no longer a Parent Burdensome Condition. (g) If requested by Parent, (i) the Company shall reasonably cooperate with Parent in preparing and implementing a communications strategy with respect to Producers, reinsurers and other Persons with material relationships with the Company and (ii) the parties shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to obtain all consents and approvals under any Contracts to which the Company or any of its Subsidiaries is a party in order to avoid any breach or loss of any right thereunder by the Company or any of its Subsidiaries or any right of termination by any counterparty thereto arising solely as a result of the entry into this Agreement or the consummation of the transactions contemplated hereby; provided, however, that (A) without the prior written consent of Parent, the Company shall not (and shall cause its Subsidiaries not to) make any concessions to any such Persons in connection with their efforts to obtain such consents and approvals, (B) the Company and its Subsidiaries shall not be required to make any concessions to the counterparty to such Contracts that would result in any of them incurring any cost or making any payment in connection with obtaining any such consent (unless Parent agrees to make such payment or incur such cost on behalf of the Company or to indemnify the Company therefore, or such payment or cost is not required to be paid or incurred until after the Effective Time), (C) the Company and its Subsidiaries shall not be required to agree to take or enter into any action that is not conditioned upon the Closing, and (D) Parent shall not be required to agree to make any concessions to the counterparty to any such Contract (unless Parent agrees to make any payments in connection with such concessions on behalf of the Company or to indemnify the Company therefore, or such concessions would not be effective until after the Effective Time).

Reasonable Best Efforts. (a) Each of Parent, the Company and their respective Subsidiaries shall parties agrees to use its reasonable best efforts promptly to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doinggood faith, all things reasonably actions that are necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, Ancillary Agreements as promptly as practicable and in any event prior to the Outside Datepracticable, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to (i) take all reasonable acts necessary to cause the conditions precedent set forth in ARTICLE 8 to be satisfied, (ii) obtain all Required Governmental Approvals and (iii) obtain all other necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contractparties (including all Third-Party Consents). (b) The Company and Parent Each party shall (i) as reasonably practicable and advisable file (use its reasonable best efforts to prepare or cause to be filedprepared as promptly as practicable all documentation and make all filings necessary to obtain all Required Governmental Approvals. Purchaser and Seller will provide such assistance, information and cooperation to each other as is reasonably required to obtain any Required Governmental Approvals, other third-party consents and any notices (including Third-Party Consents) and, subject to applicable Law, will provide each other with the reasonable opportunity to review any and all required pre-merger notification and report forms under the HSR Act applications, notices or other filings proposed to be made with respect to the Mergertransactions contemplated hereby (and will give due consideration to any comments and suggestions made with respect thereto by the other party). In connection therewith, each party will notify the other promptly following the receipt of any comments from any Governmental Authority and of any request by any Governmental Authority for amendments, supplements or additional information in respect of any application, notice or other filing with such Governmental Authority and will supply the other party with copies of all material correspondence between such party or any of its Representatives, on the one hand, and any Governmental Authority in connection with obtaining any Required Governmental Approval, on the other hand; provided that such disclosure is permitted under applicable Law. (iic) makeWithout limiting the generality of the foregoing, each of Seller and Purchaser will as promptly as practicable practicable, but in no event later than ten (10) Business Days following the execution and advisabledelivery of this Agreement, file with the FTC and the DOJ the notification and report form required for the transactions contemplated hereby and any appropriate filings with other Governmental Authorities, if necessary or advisable, supplemental information required in connection therewith pursuant to the HSR Act. Each party hereto represents and warrants that such notification and report form and all such supplemental information submitted by such party or its ultimate parent, and any other Antitrust Lawadditional supplemental information filed by such party after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. The Company Seller and Parent Purchaser shall (and, each furnish to the extent required, shall cause other such necessary information and reasonable assistance as the other may request in connection with its Affiliates to) request early termination preparation of any applicable waiting periods filing or submission that is necessary under the Antitrust Laws (if available) HSR Act. Seller and Purchaser shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall respectively each use their its reasonable best efforts to comply promptly with any such inquiry or request. Seller and Purchaser will each use its reasonable best efforts to cause the expiration or early termination of such the waiting periods, and shall supply period required under the HSR Act as a condition to the Antitrust Division purchase and sale of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable Shares under this Agreement and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest defend against any action of the FTC or the DOJ to enjoin such purchase and resist any such action or proceeding sale and to have vacated, lifted, reversed satisfy any conditions imposed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid the imposition thereof, by the FTC or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the CompanyDOJ, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateapplicable.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement (including Section 5.4(d)), each of the Company Parent Entities, on the one hand, and the MLP Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries shall use to use) its reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doingall things, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as promptly as practicable (and in any event no later than the Outside Date); provided) and to consummate and make effective, that neither Parent nor in the Company shall be most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws, (ii) obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to take consummate the transactions contemplated hereby, (iii) defend any action under lawsuits or other legal proceedings, whether judicial or administrative, challenging this Section 7.5 that would materially impact Parent’s Agreement or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets consummation of the Companytransactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties. (db) In furtherance and not in limitation of the foregoing, (i) each party hereto (including by their respective Subsidiaries) agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 15 business days after the date of this Agreement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 5.4 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date); and (ii) MLP and Parent shall each use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated hereby and (y) if any state takeover statute or similar Law becomes applicable to any of the Company transactions contemplated hereby, take all action necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transaction. (c) Each of the parties hereto shall use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) cooperate and consult in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all filings, notifications, communications, submissions, transactions contemplated hereby and in connection with any investigation or other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any inquiry by or before a Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters Authority relating to the completion transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly inform the other party of (and supply to the other party) any communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Transactions, including promptly furnishing the other with copies Department of notices or other communications received by Parent and the Company, as the case may beJustice, or any other Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of their respective Subsidiaries or Affiliatesthe transactions contemplated hereby, from (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any third party or communication to be given by it to any Governmental Authority with respect to such Transactions. Subject to applicable obtaining any clearances required under any Antitrust Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults transactions contemplated hereby and (iv) consult with the other party in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by such the Governmental AuthorityAuthority or other Person, gives give the other party a reasonable the opportunity to attend and participateparticipate in such meetings and teleconferences. Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances, provided, however, that Parent shall consult in advance with MLP and in good faith take MLP’s views into account regarding the overall strategy. Subject to Section 5.6(b), the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.4 in a manner so as to preserve the applicable privilege. (d) Parent and MLP (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (x) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby, and (y) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date, and including taking or agreeing to take the types of actions, but subject to the limitations, described in the following sentence. Notwithstanding the foregoing or any other provision of this Agreement, MLP shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 5.4 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 in a case where Section 7.1 permits such termination or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of MLP’s, Parent’s or their respective Subsidiaries’ businesses, operations or assets (or a combination thereof), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, MLP or any of their Subsidiaries may carry on business in any part of the world; provided, however, that Parent shall be required to offer, accept or agree to the actions in clauses (A), (B) and/or (C) if (and only if) the following conditions are satisfied: (1) any such dispositions or holdings separate of, and/or limitations or restrictions on, are, individually and in the aggregate, immaterial to the businesses, operations and/or assets of MLP, Parent or their respective Subsidiaries (provided that, in the case of Parent and its Subsidiaries, for purposes of determining whether a business, operation or asset is immaterial, it shall be assumed that Parent and its Subsidiaries are of equivalent size to the current size of MLP and its Subsidiaries, in each case taken as a whole) and (2) the effect of any such dispositions, holdings separate, limitations and/or restrictions would not, individually or in the aggregate, reasonably be expected to result in a loss (other than an immaterial loss) of the reasonably expected benefits to Parent of the transactions contemplated hereby.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the Company shall, and shall cause their respective Subsidiaries shall Affiliates to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under to fulfill all conditions to Closing applicable Laws to such party pursuant to this Agreement and to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside DateTransactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary, proper or advisable Consents from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and using reasonable best efforts to take all steps as may be necessary consentsto obtain such Consents from any Governmental Authority (including under Insurance Laws and the HSR Act) and (ii) executing and delivering any additional agreements, approvals documents or waivers from third parties; providedinstruments necessary, that in no event shall proper or advisable to consummate the Company, Parent or their respective Subsidiaries be required Transactions and to pay any fee, penalty or other consideration to any third party for any consent or approval required for fully carry out the consummation purposes of the transactions contemplated by this Agreement under any ContractAgreement. (b) The Company Subject to Section 6.04(e) and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the MergerSection 6.04(f), each party hereto shall, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to, use reasonable best efforts to take any and all actions necessary to avoid each and every impediment under any applicable Law that may be asserted by, or judgment, decree and order that may be entered with, any Governmental Authority with respect to this Agreement, the Merger or any other Transaction contemplated hereby so as to enable the Closing to occur, in the most expeditious manner reasonably practicable, including any of the following actions requested by any Governmental Authority, or necessary, proper or advisable to (i) request early obtain all Consents of Governmental Authorities necessary, proper or advisable to consummate the Transactions and secure the expiration or termination of any applicable waiting periods period under the Antitrust Laws HSR Act, (if availableii) resolve any objections that may be asserted by any Governmental Authority with respect to the Merger or any other transaction contemplated hereby and shall respectively use their reasonable best efforts to cause (iii) prevent the expiration or termination of such waiting periodsentry of, and have vacated, lifted, reversed or overturned, any judgment, decree or order of Governmental Authorities that would prevent, prohibit, restrict or delay the consummation of the Merger or any other Transaction contemplated hereby. (c) In furtherance of and without limiting the foregoing, (i) Parent shall supply file a “Form A” Acquisition of Control with the Insurance Commissioner of the State of New Hampshire, within thirty (30) days after the date hereof, (ii) Parent shall file an application with the Bermuda Monetary Authority within thirty (30) days after the date hereof, (iii) Parent shall file a notification under section 178 of the Financial Services and Markets Xxx 0000 to the Prudential Regulation Authority and the Financial Conduct Authority within thirty (30) days after the date hereof, (iv) Parent shall file a notification under section 43 of the Lloyd’s Underwriting Agents Bye-Law and section 12 of the Lloyd’s Membership Byelaw to Lloyd’s within thirty (30) days after the date hereof, (v) Parent shall file a notification to the Swiss Financial Market Supervisory Authority within thirty (30) days after the date hereof, (vi) each of Parent and the Company shall file a notification and report form pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice or with respect to the United States Federal Trade Commission as promptly as reasonably practicable Transactions and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance requesting early termination of the covenants of waiting period under the parties contained in this Section 7.5 HSR Act, within thirty (i30) if days after the date hereof, (vii) Parent shall file any administrative pre-acquisition notifications on “Form E” or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened similar market share notifications to be institutedfiled in each jurisdiction where required by applicable Insurance Laws within thirty (30) challenging days after the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date date hereof and (iiviii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from , as applicable, shall make any other necessary, proper or advisable registrations, filings and notices within sixty (60) days after the Transactionsdate hereof. Notwithstanding anything All filing fees payable in this Agreement to connection with the contrary, the Company and its Subsidiaries foregoing shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Companyborne by Parent. (d) Parent and Each of the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental AuthorityCompany, Parent and Merger Sub shall consult with one another with respect to the Company obtaining of all Consents of Governmental Authorities necessary, proper or advisable to consummate the Transactions and each of the Company, Parent and Merger Sub shall keep each other the others reasonably apprised on a current prompt basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such TransactionsConsents. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for have the other party reasonable opportunity right to review in advanceadvance and, to the extent practicable, and consider in good faith the views of subject to any restrictions under applicable Law, each shall consult the other party in connection on, any filing made with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; providedmaterials submitted to, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions and each party agrees to in good faith consider and reasonably accept comments of the other parties thereon. Parent and the Company shall promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to applicable Laws. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Authority whose Consent is required to consummate the Transactions, including promptly furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any such Consent will not be obtained or that the receipt of any such Consent will be materially delayed or conditioned. Parent, Merger Sub and the Company shall not, and shall cause their respective Affiliates not to, permit any of their respective Representatives to participate in any live or telephonic meeting with any Governmental Authority (other than routine or ministerial matters) in respect of any filings, investigation or other inquiry relating to the Transactions, unless it consults with the other party in advance and, to the extent not prohibited permitted by applicable Law and by such Governmental Authority, gives the other party a reasonable the opportunity to attend and participateparticipate in such meeting. Notwithstanding the foregoing or anything else contained in this Agreement, no party shall be obligated to provide information to another party if such party determines, in its reasonable judgment, that (i) doing so would violate applicable Law or a Contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege or expose such party to risk of liability for disclosure of sensitive or personal information (it being understood that the parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to enable such information to be furnished or made available to the requesting party or its Representatives without so jeopardizing privilege or protection, incurring liability or contravening applicable Law or Contract, agreement or obligation, including by entering into a customary joint defense agreement or common interest agreement with the requesting party to the extent such an agreement would preserve the applicable privilege or protection) or (ii) such information is not directly related to the Transactions. For the avoidance of doubt, this Section 6.04(d) (except for the immediately preceding sentence) shall not apply with respect to Tax matters. (e) Notwithstanding anything to the contrary contained in this Agreement, in no event shall a party or any of its Affiliates be required by a Governmental Authority to agree to take, or enter into any action, which action is not conditioned upon the Closing. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or any of its Affiliates be required to (and in no event shall the Company or any Subsidiary of the Company agree to without the prior written consent of Parent) take any action, including entering into any consent decree, hold separate order or other arrangement, that would, or would reasonably expected to have, a material adverse effect on the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole (any such requirement, individually or together with all other such requirements, a “Parent Burdensome Condition”).

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of the Company parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries shall use its to use) their respective reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission Closing to be satisfied as promptly as reasonably practicable and advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (A) preparing and filing promptly all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (B) executing and delivering any additional information instruments necessary to consummate the Transactions, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or documents third party necessary, proper or advisable to consummate the Transactions, including any such approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations required under applicable Antitrust Laws, (iii) take all steps that may be requested pursuant are necessary, proper or advisable to avoid any Law or Actions by any Governmental Authorities with respect to this Agreement or the Transactions and (iv) defend or contest in good faith any Action by any third party (excluding any Governmental Authority), whether judicial or administrative, challenging this Agreement or that would otherwise prevent or materially delay the consummation of them. No party hereto the Transactions; provided that nothing in this Section 5.05 or otherwise in this Agreement shall require (and reasonable best efforts or commercially reasonable efforts shall in no event require) Parent or any of its Affiliates to (x) litigate any Action by or on behalf of any Governmental Authority seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions or (y) take or refrain from or to agree to the taking or refraining from any action without the other party’s consent (including any amendment, waiver or termination of any agreement, including this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that could would or would reasonably be expected to adversely affect result, individually or materially delay in the aggregate, in a Burdensome Condition; provided, further, that without the prior written consent of Parent, the Partnership and its Affiliates shall not take or refrain from or agree to the taking or refraining from any action (including by entering into any amendment, waiver or termination of any agreement, including this Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a timing agreement), Burdensome Condition. (b) Subject to the terms and each party hereto shall diligently pursueconditions of this Agreement, the approval Partnership and Parent shall each use its reasonable best efforts to (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such Laws and (ii) if the restrictions of any Governmental Authority Takeover Law become applicable to any of any required filings or applications under Antitrust Lawsthe Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise lawfully minimize the effect of such Takeover Law on the Transactions. (c) In furtherance Without limiting the general applicability of Section 5.05(a), Parent shall, in consultation and cooperation with the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest Partnership and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and following the date of this Agreement, file all appropriate documents, forms, filings or submissions with the Governmental Authorities set forth in any event no later than Section 6.01(b) of the Outside DatePartnership Disclosure Schedule in order to obtain the Required Regulatory Approvals identified in such Section 6.01(b); provided, that neither Parent nor the Company . Any such filings shall be required to take any action under this Section 7.5 that would materially impact Parent’s or in material compliance with the Company’s expected benefits resulting from the Transactionsrequirements of applicable Law. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets Each of the Company. (d) Parent and the Company shall cooperate and consult with each other parties shall, in connection with the making efforts referenced in Section 5.05(a), (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of all filingsany documents, notificationsforms, communications, submissions, and any other actions pursuant to filings or submissions contemplated by the first sentence of this Section 7.55.05(c), and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for (ii) give the other party reasonable opportunity prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, any Governmental Authority regarding the Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of of, and secure the participation of, the other party in connection with, any proposed notifications such filings, submissions, communications, inquiries or filings and any substantive written communications or submissions to any Governmental Authority; providedrequests, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary unless prohibited by applicable Law or by the applicable Governmental Authority, and to address reasonable privilege or confidentiality concerns. Parent and the Company agree extent reasonably practicable, (A) not to participate in or attend any pre-scheduled meeting or discussion, either in person, by video conferencemeeting, or by telephoneengage in any substantive conversation, with any Governmental Authority in connection with respect of the Transactions unless it consults with without the other party, (B) give the other party reasonable prior notice of any such meeting or substantive conversation, (C) in advance andthe event one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any such meeting or engaging in any such substantive conversation, to the extent not prohibited permitted by applicable Law or such Governmental Authority, gives keep such party apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement or any of the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority and (E) furnish the other party with copies of all substantive filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff, on the other hand, with respect to this Agreement and the Transactions (excluding any personally sensitive information) and (iv) comply with any inquiry or request from any Governmental Authority as promptly as reasonably practicable, with respect to this Agreement and the Transactions. The parties agree not to extend, directly or indirectly, any waiting period under any applicable Antitrust Law or enter into any agreement with a Governmental Authority to delay in any material respect or not to consummate the Merger or any of the other Transactions, except with the prior written consent of the other parties hereto, which shall not be unreasonably withheld, conditioned or delayed in the context of seeking such a delay. (d) Notwithstanding anything to the contrary herein, each of the Partnership and Parent shall use commercially reasonable opportunity efforts to attend obtain the third party consents and participateapprovals listed on Section 5.05(d) of the Partnership Disclosure Schedule in connection with the consummation of the Transactions and shall cooperate and consult with each other with respect to obtaining such consents, and each of the Partnership and Parent shall bear 50% of any commercially reasonable payments made to third parties in connection with obtaining such consents.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement (including Section 6.02), each of Parent, the Company and their respective Subsidiaries parties shall use its all reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, as promptly as practicable and in any event prior to the Outside Date, including including: (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, consents and expirations or terminations of waiting periods, approvals from Governmental Authorities Entities and the making of all necessary registrations and filings in connection therewithand the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, and or to avoid an action or proceeding by, any Governmental Entity, (ii) using its reasonable best efforts to obtain the obtaining of all necessary consents, approvals or waivers from third parties; provided, that in no event shall (iii) the Company, Parent or their respective Subsidiaries be required to pay defending of any fee, penalty lawsuits or other consideration to any third party for any consent legal proceedings, whether judicial or approval required for administrative, challenging this Agreement or the consummation of the transactions Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in paragraph (a) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, Parent, Sub, the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement under any Contractand otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. (b) The Company shall give prompt notice orally and in writing to Parent, and Parent or Sub shall (i) as reasonably practicable give prompt notice orally and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect in writing to the MergerCompany, and (ii) make, as promptly as practicable and advisable, of any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to failure of any other Antitrust Law. The Company and Parent shall (and, condition to the extent required, shall cause its Affiliates to) request early termination of Offer set forth in Annex 1 or any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply condition to the Antitrust Division of Merger set forth in Article 8; provided, however, that no such notification shall affect the United States Department of Justice representations, warranties, covenants or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants agreements of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging the Merger as violative of any Antitrust Law, each obligations of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the CompanyAgreement. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of the Company Company, Parent and their respective Subsidiaries Merger Sub shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable applicable Laws and in any event prior regulations to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of consummate the transactions contemplated by hereby as soon as reasonably possible after the date of this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor including (i) preparing and filing as promptly as practicable all documents to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, authorizations, approvals and permits contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary or advisable to make all necessary filings and obtain all such consents, clearances, waivers, licenses, orders, registrations, authorizations, approvals and permits (including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, hearings or other proceedings). In furtherance and not in limitation of the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or foregoing, each of the Company’s expected benefits resulting from , Parent and Merger Sub agrees to make, as promptly as reasonably practicable after the Transactions. Notwithstanding anything in date of this Agreement to and in any event within twenty-five (25) days of the contrarydate of this Agreement, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on an appropriate filing of a Notification and Report Form pursuant to the ClosingHSR Act, or (B) appropriate filings required by the Transaction Approvals and (C) all other necessary filings with any other Governmental Entity with respect to the transactions contemplated hereby and to supply as promptly as practicable any additional information and documentary material that relates may be reasonably requested pursuant to such requirements and to use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Transaction Approvals to occur in the most expeditious manner practicable. The Company and Parent will each request early termination of the waiting period with respect to the Merger under the HSR Act. (b) To the extent permissible under applicable Law or any retained business rule, regulation or assets restriction of any Governmental Entity, each of the Company. (d) , Parent and the Company shall cooperate and consult with each other Merger Sub shall, in connection with the making of efforts referenced above to obtain all filingsrequisite approvals, notifications, communications, submissions, clearances and authorizations for the transactions contemplated hereby under the HSR Act or any other actions pursuant approval of a Governmental Entity (including the Transaction Approvals), use its reasonable best efforts to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep (i) cooperate in all respects with each other party in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by any private party, (ii) keep the other parties apprised on a current basis of the status of matters relating to the completion of the Transactions, including transactions contemplated hereby and promptly furnishing inform the other parties of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity and of any material communication received or given in connection with copies any proceeding by any private party, in each case regarding any of notices the transactions contemplated hereby, (iii) permit the other parties, or the other parties’ legal counsel, to review any filing, submission or other communications received communication given by Parent and it to the CompanyDOJ, as the case may be, FTC or any of their respective Subsidiaries or Affiliatesother Governmental Entity or, from in connection with any third proceeding by any private party, with any other Person (it being understood that each party or any Governmental Authority with respect shall, without limitation, have the right to such Transactions. Subject review in advance, subject to applicable Law Laws relating to the exchange of information, all of the information relating to such party, and any of its respective Subsidiaries, which appears in any filing made with, or materials submitted to, any third party or any Governmental Entity, with respect to this Agreement or the Merger), (iv) consult with the other parties in advance of any meeting, conference, conference call, discussion or communication with, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by any private party, with any other Person and (v) to the extent permitted by such Governmental Entity or other Person, give the other parties the opportunity to attend and participate in such meetings, conferences, conference calls, discussions and communications. (c) If any objections are asserted with respect to the transactions contemplated hereby under any applicable Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any applicable Law, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to resolve any such objections or challenges as such Governmental Entity or private party may have to such transactions under such applicable Law so as to permit consummation of the transactions contemplated hereby on the terms set forth in this Agreement as soon as reasonably possible after the date of this Agreement (and in any event no later than the Outside Date). (d) Notwithstanding anything to the contrary herein, Parent shall not be required to take any actions pursuant to this Section 6.5 (and the Company shall permit counsel for the other party reasonable opportunity to review in advancenot, and consider in good faith the views of the other party in connection withshall cause its Subsidiaries, any proposed notifications or filings directors, officers and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreementsemployees not to, and shall use its reasonable best efforts to cause its other Representatives not to, take any actions, without the prior written consent of Parent (iiiwhich consent shall not be unreasonably withheld or delayed)) as necessary which if undertaken would, individually or in the aggregate, reasonably be expected to address reasonable privilege have (1) a Company Material Adverse Effect or confidentiality concerns. (2) a Parent Material Adverse Effect (it being agreed that for purposes of this clause (2) a “Parent Material Adverse Effect” shall be deemed to occur at the level of materiality at which the event, change, circumstance or effect in question, if it were an effect on the Company and its Subsidiaries instead of Parent and the its Subsidiaries, would constitute a Company agree not to participate in any pre-scheduled meeting Material Adverse Effect) (clause (1) or discussion(2), either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate“Regulatory Material Adverse Effect”).

Reasonable Best Efforts. (a) Each Subject to the terms and conditions herein provided, each of Parent, Merger Sub, Merger LLC and the Company and their respective Subsidiaries shall use its their reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as reasonably practicable the Merger and the other transactions contemplated by this Agreement or related to the Transaction Documents to which such Party is a party (including the satisfaction, but not waiver, of the Closing conditions set forth in Article VI). (b) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub, Merger LLC and the other Company shall use their reasonable best efforts to obtain consents of all Governmental Authorities and Third Parties necessary to consummate the transactions contemplated by or related to the Transaction Documents. Each Party hereto shall, to the extent applicable, make appropriate filings, if necessary, pursuant to the HSR Act (or any other Competition Law) with respect to the transactions contemplated by or related to the Transaction Documents as promptly as reasonably practicable after the date that is one year prior to June 30, 2027 (and/or such other date as reasonably determined by the Parties such that the end of the initial waiting period under the HSR Act is no earlier than one year prior to the Closing); provided, that in connection with the GCI Divestiture, any such filing pursuant to the HSR Act shall be made as promptly as reasonably practicable to permit the GCI Divestiture, including any distributions to Company Stockholders, to be completed as contemplated by this Agreement, and shall supply as promptly as practicable and in any event prior to the Outside Dateappropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act (or any other Competition Law). (c) Each of the Parties hereto shall use its reasonable best efforts, including subject to applicable Laws, to (i) the obtaining of cooperate in all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings respects with each other in connection therewithwith any filing or submission with a Governmental Authority in connection with the transactions contemplated by the Transaction Documents and in connection with any investigation or other inquiry by or before a Governmental Authority relating to such transactions, and including any proceeding initiated by a private party; (ii) using promptly notify the other Party of any written communication to that party from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority and permit the other Party to review in advance any proposed communication relating to the transactions contemplated by the Transaction Documents; (iii) consult with the other Party prior to participating in any substantive meeting, telephone call or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the Transaction Documents and provide the other Party the opportunity to attend and participate in any such meeting, telephone call or discussion; and (iv) furnish the other party with copies of all correspondence, filings, and written communications (or a reasonably detailed summary of any oral communications) between them and their respective Representatives on the one hand, and any Governmental Authority or members of their respective staffs on the other hand, with respect to Transaction Documents. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, other than in the case of the GCI Divestiture or any Company Representative’s conversion of Company Capital Stock pursuant to Section 2.6, Parent will control (in a manner consistent with this Section 5.9) and lead all communications and strategy relating to obtaining the required approvals, if any, pursuant to the HSR Act (and any other Competition Laws), and the Company will not, and will cause its Subsidiaries and Representatives not to, (A) make any proposal to, or (except to the extent required by Law) any filings with, Governmental Authorities in respect of any matter related to the such required approvals without the prior written consent of Parent, given or withheld in Parent’s reasonable discretion (acting at the direction of the Parent Special Committee) or (B) otherwise contact Governmental Authorities to communicate with them in respect of any matter related to such required approvals without the prior written consent of Parent, given or withheld in Parent’s reasonable discretion (acting at the direction of the Parent Special Committee); provided, that Parent shall keep the Company reasonably informed on a current basis, consult with and consider in good faith the views and comments of the Company in connection with such communications and strategy. (d) In furtherance and not in limitation of the covenants of the Parties contained in this Section 5.9, each of the Parties shall use its reasonable best efforts to obtain all necessary consentsresolve objections, approvals if any, as may be asserted by a Governmental Authority or waivers from third partiesother Person with respect to the Combination; provided, that however, that, notwithstanding anything to the contrary in the Transaction Documents, but subject to Section 5.24, (i) in no event shall the Company, Parent or any of their respective Subsidiaries Subsidiaries, Affiliates or Representatives be required obligated to pay propose or agree to accept any feeundertaking or condition, penalty or other consideration to any third party for enter into any consent decree, to make any divestiture or approval required for accept or take any operational restriction, requirement or action, that is not conditional on the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary in no event shall Parent or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement)its Subsidiaries, and each party hereto shall diligently pursueGCI Spinco, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement Representatives, be required to the contrarybecome subject to, the Company and its Subsidiaries shall not be obligated consent to take or offer or agree to, or commit to otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) that is not conditioned on sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the ClosingCompany, Parent, GCI Spinco, Company Representative or any Subsidiary of any of the foregoing, (B) that relates to any retained conduct, restrict, operate, invest or otherwise change the assets, the business or assets portion of the business of the Company. (d) Parent and the , Parent, GCI Spinco, Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and Representative or any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions Subsidiary of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to foregoing in any manner or (C) impose any restriction, requirement or limitation on the completion operation of the Transactions, including promptly furnishing business or portion of the other with copies business of notices or other communications received by Parent and the Company, as the case may beParent, GCI Spinco, Company Representative or any Subsidiary of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateforegoing.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each Party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws Law to consummate and make effective the Merger Transactions, including the Offer and the other transactions contemplated by this Agreement Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Transaction Documents, Party and as promptly as practicable and in any event prior advisable after the date hereof, all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and expirations authorizations necessary or terminations of waiting periodsadvisable to be obtained from any third party or any Governmental Entity in order to consummate the Transactions, from Governmental Authorities including the Offer and the making of all necessary registrations and filings in connection therewithMerger, and (ii) using its reasonable best efforts taking all steps as may be necessary, subject to the limitations in this Section 7.2, to obtain all necessary such waiting period expirations or terminations, consents, approvals or waivers from third parties; providedclearances, that waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation limitation of the transactions contemplated by this Agreement under any Contract. foregoing, each Party agrees to (bx) The Company make an appropriate filing of a Notification and Parent shall (i) as reasonably practicable and advisable file (or cause Report Form pursuant to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, Transactions as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periodspracticable, and shall in any event within ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable and (y) make all other necessary filings as promptly as reasonably practicable after the date hereof, and to supply as promptly as reasonably practicable and advisable any Law additional information and documentary materials that may be requested under any Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, none of Parent, Purchaser or by any of them. No party hereto their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action without with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursueCompany, the approval Surviving Company, Parent, Purchaser or any Subsidiary of any Governmental Authority of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any required filings of the foregoing in any manner or applications under Antitrust Laws(C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any of the foregoing; provided that if requested by Parent, the Company or its Subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company or its Subsidiaries in the event the Closing occurs. (cb) In furtherance Each of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid shall, in connection with obtaining all waiting period expirations or eliminate promptly each impediment terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the Transactions under the HSR Act or any other Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Datecontemplated by Section 7.2(a); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement but subject to the contraryterms of Section 7.2(a), the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (Ai) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate in all respects and consult with each other in connection with the making of all filings, notifications, communications, submissions, any filing or submission and in connection with any investigation or other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactionsinquiry, including promptly furnishing any proceeding initiated by a private party, including by allowing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect Party to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party have a reasonable opportunity to review in advance, advance and consider comment on drafts of filings and submissions and reasonably considering in good faith the views comments of the other party Party, (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity, by promptly providing copies to the other Party of any such written communications, and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any proposed notifications other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or filings other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive written communications telephone calls or submissions to any conferences with the DOJ, the FTC or other Governmental AuthorityEntity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (iA) to remove references concerning the valuation of SpinCo Parent, Company or information concerning the Transaction Process, or proposals from third parties with respect theretoany of their respective Subsidiaries, (iiB) as necessary to comply with contractual agreements, arrangements and (iiiC) as necessary to address reasonable privilege or confidentiality concerns. ; provided, further, that each of Parent and the Company agree not may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party under this Section 7.2(b) as “Antitrust Counsel Only Material” which such material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance andfrom the source of the materials (Parent on the one hand or the Company on the other) or its legal counsel. (c) Prior to the Closing, the parties shall use commercially reasonable efforts to, and shall cooperate in good faith with one another to, identify any third party consents (or notices) under any Contracts of the Company or a Company Subsidiary that are necessary or desirable for the consummation of the Transactions. The Company shall, and shall cause any applicable Company Subsidiary to, use commercially reasonable efforts to obtain any such third-party consent (or deliver any such notices) in the event that Parent requests the Company to do so; provided, however, each of the parties acknowledges and agrees that obtaining any such consent or approval shall not, in and of itself, be a condition to the Offer or the Merger. Notwithstanding anything to the contrary herein, none of Parent, the Company or any of their respective Subsidiaries shall be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide any additional security (including a guaranty), to obtain such third party consents (except, in the extent not prohibited case of the Company, if requested by such Governmental Authority, gives Parent and either (a) reimbursed or indemnified for by Parent or (b) subject to the other party a reasonable opportunity to attend and participateoccurrence of the Acceptance Time).

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement (including Section 5.5(d)), each of the Company Parent Entities, on the one hand, and the MLP Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries shall use to use) its reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doingall things, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws); provided, that neither Parent nor (ii) obtain promptly (and in any event no later than the Company shall be required Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to take consummate the transactions contemplated hereby, (iii) defend any action under lawsuits or other legal proceedings, whether judicial or administrative, challenging this Section 7.5 that would materially impact Parent’s Agreement or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets consummation of the Companytransactions contemplated hereby or seek 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 (iv) obtain all necessary consents, approvals or waivers from third parties. (db) In furtherance and not in limitation of the foregoing, (i) each party hereto (including by their respective Subsidiaries) agrees to make an appropriate filing (if required) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 15 business days after the date of this Agreement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 5.5 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date); and (ii) MLP and Parent shall each use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated hereby and (y) if any state takeover statute or similar Law becomes applicable to any of the Company transactions contemplated hereby, take all action necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transaction. (c) Each of the parties hereto shall use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) cooperate and consult in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all filingstransactions contemplated hereby, notifications, communications, submissionsincluding by providing the other parties a reasonable opportunity to review and comment thereon, and in connection with any investigation or other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any inquiry by or before a Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters Authority relating to the completion transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly inform the other party of (and supply to the other party) any communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Transactions, including promptly furnishing the other with copies Department of notices or other communications received by Parent and the Company, as the case may beJustice, or any other Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of their respective Subsidiaries or Affiliatesthe transactions contemplated hereby, from (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any third party or communication to be given by it to any Governmental Authority with respect to such Transactions. Subject to applicable obtaining any clearances required under any Antitrust Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults transactions contemplated hereby and (iv) consult with the other party in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by such the Governmental AuthorityAuthority or other Person, gives give the other party a reasonable the opportunity to attend and participateparticipate in such meetings and teleconferences. Parent shall have the principal responsibility for devising and implementing the strategy for obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances, provided, however, that Parent shall consult in advance with MLP and in good faith take MLP’s views into account regarding the overall strategy. Subject to Section 5.7(b), the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.5 in a manner so as to preserve the applicable privilege. (d) Parent and MLP (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (x) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby, and (y) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date, and including offering, accepting and agreeing to (A) dispose or hold separate any part of MLP’s, Parent’s or their respective Subsidiaries’ businesses, operations or assets (or a combination thereof), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, MLP or any of their respective Subsidiaries may carry on business in any part of the world. MLP shall not, without Parent’s prior written consent, commit to any disposal, hold separate, or other restriction related to its or its Subsidiaries’ businesses, operations or assets.

Reasonable Best Efforts. (a) Each of Parent, the Company and their respective Subsidiaries party hereto shall use its reasonable best efforts to make or cause to be made, in cooperation with the other parties hereto and to the extent applicable: (i) within ten (10) Business Days after the Agreement Date an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Offer and the Merger; and (ii) as promptly as practicable after the Agreement Date all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other Antitrust Law relating to the Offer and the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Body under any Antitrust Law relating to the Offer and the Merger; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body under any Antitrust Law relating to the Offer and the Merger; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s antitrust counsel; and (D) request early termination of the waiting period under the HSR Act and take all other actions reasonably necessary consistent with this Section 5.5 to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law relating to the Offer and the Merger. In connection with the foregoing, each party hereto shall use its reasonable best efforts: (w) to give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body, in each case under any Antitrust Law relating to the Offer and the Merger, subject to advice of such party’s antitrust counsel; (x) not to participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to the Offer and the Merger, without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate therein; (y) if attending a meeting, conference, or conversation with a Governmental Body under any Antitrust Law relating to the Offer and the Merger, from which the other party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending, to keep the other reasonably apprised with respect thereto; and (z) to consult and cooperate with the other party in connection with any information or proposals submitted in connection with any proceeding, inquiry, or other proceeding under any Antitrust Law relating to the Offer and the Merger. (b) Nothing in this Agreement, including without limitation, any provision of this Section 5.5, shall require, or be construed to require, Parent or any of its Affiliates to proffer to, or agree (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber, (ii) to hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by any Acquired Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by such Acquired Company to take any of the foregoing actions) or (iii) to agree to any changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of any of the Acquired Companies if such actions reasonably could be expected to have a material adverse effect on the operations or business of Parent and its Subsidiaries. (c) Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser, Parent and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to promptly 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 Laws Law to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from all Governmental Bodies and make all necessary registrations, declarations and filings with all Governmental Bodies, that are necessary to consummate the Offer and the Merger, (ii) make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, Transactions and (iiiii) using its reasonable best efforts to obtain all necessary consentseach consent, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be authorization and/or approval (if any) required to pay any fee, penalty or other consideration to any third be obtained by such party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other Material Contract in connection with the making of Transactions; provided, however, that all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis obligations of the status of matters Company, Purchaser and Parent relating to the completion Debt Financing shall be governed exclusively by Section 5.12, and not this Section 5.5. The Company shall promptly deliver to Parent a copy of the Transactionseach such filing made, including promptly furnishing the other with copies of notices or other communications received each such notice given and each such consent obtained by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for during the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateInterim Period.

Reasonable Best Efforts. (a) Each of ParentNotwithstanding anything in this Agreement to the contrary, the Company parties hereto agree to make an appropriate filing of a Notification and their respective Report Form pursuant to the HSR Act and to make all other filings required by applicable foreign Antitrust Laws with respect to the Transactions as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the filing of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days after the Agreement Date) and to supply as promptly as practicable any additional information and documentary material that may be required pursuant to the HSR Act or any other Antitrust Law. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. Without limiting the foregoing, the parties hereto agree (i) to give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) to the extent practicable, to give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iii) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to promptly notify the other party of such communication, and (iv) to provide each other with copies of all written communications from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, the Parent agrees, and shall cause each of its Subsidiaries shall and Affiliates, to use its reasonable best efforts to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), and to enable all waiting periods under applicable Antitrust Laws to expire, and to use reasonable best efforts to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger and the other Transactions to occur prior to the End Date, including but not limited to (x) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, and (y) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. Notwithstanding anything to the contrary in this Section 6.8(a), in no event shall Parent or the Purchaser be required to offer, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any of the capital stock, assets, rights, products or businesses of the Parent and its Subsidiaries. Each party shall bear its own expenses and costs incurred in connection with any HSR Act filings or other such competition filings and submissions which may be required by such party for the consummation of the Merger and the other Transactions pursuant to this Agreement. (b) Subject to the terms hereof, and except with regard to the Antitrust Laws which shall be governed by Section 6.8(a), the Company, the Parent and the Purchaser shall, and the Parent and the Company shall cause their respective Subsidiaries and Affiliates to, each use their reasonable best efforts to: (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger Transactions as promptly as reasonably practicable; (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders and send any notices, in each case, which are required to be obtained, made or sent by the other transactions contemplated by Company or the Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the other Transaction Documentsconsummation of the Transactions; provided that in connection therewith none of the Company or its Subsidiaries will be required to (nor, without the prior written consent of the Parent, will) make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) obtain a consent or waiver from Silicon Valley Bank (the “Bank”) pursuant to Section 9.7 of that certain Loan and Security Agreement, dated June 28, 2006, by and among the Bank and certain of the Company’s Subsidiaries, as amended (the “Loan Agreement”) that sets forth that the Purchaser’s acceptance for payment and payment for all Shares validly tendered and not properly withdrawn pursuant to the Offer shall not be considered an “Event of Default” under Section 8.2(a) of the Loan Agreement; provided, however that if such consent or waiver cannot be obtained by the Company within five (5) Business Days after the Agreement Date, then the Company shall provide notice to the Bank pursuant to Section 2.1.10 of the Loan Agreement of the Company’s intent to prepay all amounts owed under the Loan Agreement on the Initial Expiration Date, and the Company shall pay all such amounts on the Initial Expiration Date; (iv) as promptly as practicable and in any event prior to the Outside Datepracticable, including (i) the obtaining of make all necessary actions or nonactions, waivers, consents, clearances, approvalsfilings and notifications, and expirations or terminations of waiting periods, from Governmental Authorities thereafter make any other submissions and applications with respect to this Agreement and the making of all Transactions required under any applicable statute, law, rule or regulation; and (v) execute or deliver any additional instruments necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of consummate the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Mergerby, and (ii) maketo fully carry out the purposes of, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Lawthis Agreement. The Company and the Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings, notifications, communications, submissions, applications and requests. The Company and the Parent shall each use their reasonable best efforts to furnish to each other (on an outside counsel basis if appropriate) all information required for any other actions filing, submission, application or request to be made pursuant to this Section 7.5, and, subject to applicable legal limitations the rules and the instructions regulations of any Governmental Authorityapplicable statute, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of law, rule or regulation in connection with the Transactions. For the avoidance of doubt, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate that nothing contained in any pre-scheduled meeting this Section 6.8(b) shall modify, limit or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend otherwise affect their respective rights and participateresponsibilities under Section 6.8(a).

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of the Company parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries shall use its to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doingall things, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective cause the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in any event prior to the Outside Datemost expeditious manner practicable, the Transactions, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and recommended filings in connection therewithunder applicable Antitrust Laws), and (ii) using its reasonable best efforts to obtain all necessary approvals, consents, approvals registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or waivers from third partiesadvisable to consummate the Transactions; provided, provided that in no event shall the Company, Parent or Merger Sub or any of their respective Subsidiaries Affiliates be required by this Section 6.4 or any other provision of this Agreement to pay (A) license, divest, dispose of or hold separate any feematerial portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries or otherwise take or commit to take any action that limits in any material respect its ability to retain and effectively control a material portion of the assets or businesses of Parent or the Company or any of their respective material Subsidiaries, penalty or that would reasonably be expected to have a material adverse effect on Parent and its Subsidiaries (including the Surviving Corporation) taken as a whole after giving effect to the Transactions, or (B) agree to or effect any license, divestiture, disposition or hold separate any business or take any other consideration action or agree to any third party for any consent or approval required for limitation that is not conditioned on the consummation of the transactions contemplated Offer; provided, further, that the Company (x) shall not take or agree to take any action identified in clause (A) or (B) of the immediately preceding sentence without the prior written consent of Parent and (y) if so requested by this Agreement Parent, shall use reasonable best efforts to effect any license, divestiture or disposition of, or hold separate, any of the Company’s assets or businesses necessary to obtain clearances or approvals required for the Closing under any Contractthe Antitrust Laws, provided that such action is conditioned on the consummation of the Merger and does not reduce the amount or delay the payment of the Offer Price or Merger Consideration payable in connection with the Transactions. For purposes hereof, “Antitrust Laws” means all applicable Law issued by a United States federal or state Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, and, where the failure to comply with which would reasonably be expected to be material to the ownership or operation of Parent, the Company or their businesses, the applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership. (b) The In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts (ix) as reasonably practicable and advisable file (to take all action necessary to ensure that no state takeover statute or cause similar Law is or becomes applicable to be filed) any and all required pre-merger notification and report forms under of the HSR Act with respect to the Merger, Transactions and (iiy) makeif any state takeover statute or similar Law becomes applicable to any of the Transactions, to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement, and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause otherwise minimize the expiration or termination effect of such waiting periods, and shall supply to applicable Law on the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust LawsTransactions. (c) In furtherance Subject to the terms and conditions of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust LawAgreement, each of the parties hereto shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (iii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and cooperate in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party and (ii) keep the other party informed in all material respects and on a reasonably timely basis of all filingsany material communication received by such party from, notifications, communications, submissions, and any other actions pursuant or given by such party to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep of any material communication received or given in connection with any proceeding by a private party, in each other apprised on a current basis case regarding any of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and each of the Company parties hereto shall permit counsel for have the other party reasonable opportunity right to review in advance, and consider in good faith to the views of extent practicable each will consult the other party on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in connection any filing made with, or written materials submitted to, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with party and/or any Governmental Authority in connection with the Transactions unless it consults Transactions; provided, however, that the parties may designate certain of such filings, or certain information contained therein, as being provided on an “outside counsel basis” only. No party hereto shall independently participate in any meeting or discussion with any Governmental Authority in respect of any such filings, applications, investigation, or other inquiry without giving the other party in advance parties hereto prior notice of the meeting and, to the extent not prohibited permitted by such the relevant Governmental Authority, gives the other party a reasonable opportunity to attend and participateparticipate (which, at the request of any of the parties, shall be limited to outside antitrust counsel only). (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.4, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Transactions. Without limiting any other provision hereof, Parent and the Company shall each use its reasonable best efforts to (i) avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the consummation of the Transactions, on or before the Walk-Away Date, including by defending through litigation on the merits any claim asserted in any court by any Person and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the consummation of the Transactions to occur as soon as reasonably possible (and in any event by no later than the Walk-Away Date). (e) Without limiting any other provision hereof, the Company shall use its reasonable best efforts to file or transmit, as applicable, such notices, letters, instruments and the like with or to the FDA, U.S. Patent and Trademark Office, U.S. Copyright Office and all foreign counterparts to each of the foregoing relating to the Transactions as may required to comply with all applicable Laws, and, subject to the occurrence of the Effective Time, to vest all right, title, and interest in any Intellectual Property owned by the Company or any of its subsidiaries in Parent effective as of the Effective Time. (f) If required under applicable Law to consummate the Offer or the Merger, Parent and its applicable affiliates shall submit to the Reserve Bank of India and any other applicable Indian authorities, a true and complete notice and application and request for approval or file the necessary forms with supporting documents as prescribed under Indian laws (whichever is applicable) and clearance in respect of the Reserve Bank Clearance (and any and all requested supplemental information) with regard to the Offer, the Merger and the other transactions contemplated by this Agreement and shall take all action necessary to obtain the Reserve Bank Clearance and shall ensure that the same is unconditionally procured no later than the 20th Business Day following the date hereof. In addition, Parent and its applicable affiliates shall take all action necessary to obtain all other authorizations, consents, clearances, orders, approvals and other Permits from Indian Governmental Authorities necessary for Parent and Merger Sub to perform all of their respective obligations under this Agreement and to pay any and all amounts required to be paid by them pursuant hereto as and when due hereunder. Without limiting interpretation of the other provisions hereof, Parent and Merger Sub recognize time is of the essence in respect of their compliance with this provision. The Parent and its Affiliates have no reason to believe that any approvals, consents and/or Permits under Indian Laws that are required to consummate the transactions as contemplated by this Agreement will not be received.

Reasonable Best Efforts. (a) Each of ParentSubject to the terms and conditions herein provided, the Company and their respective Subsidiaries shall agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated by this Agreement and the other Transaction DocumentsAgreement, as promptly as practicable and in any event prior to the Outside Dateincluding, including but not limited to, (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, Consents from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from other third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval parties required for the consummation of the Merger and the transactions contemplated by this Agreement hereby (provided that the Company shall not make any payment or amend the terms of any agreement in connection with obtaining any such Consent without the prior written approval of Purchaser) and (ii) timely making all necessary filings under any Contractthe HSR Act. Upon the terms and subject to the conditions hereof, the Company agrees to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the other conditions to Closing set forth herein. (b) The Company agrees to inform Purchaser regularly, and Parent to respond to requests of Purchaser, as to the status of whether or not each material Consent required from third parties (other than Governmental Authorities) in connection with this Agreement and the transactions contemplated hereby have been obtained. The Company shall promptly deliver to Purchaser in writing a reasonably detailed notice (the "Consent Notice") as to the status of all such material Consents on the sixtieth calendar day (such date, the "Consent Notice Date") following public announcement of the Merger. In the event that the Company has not obtained any one or more of such material Consents by the Consent Notice Date, then Purchaser shall have up to and including the date (the "Decision Date") which is ten business days following the later of the date of its receipt of such written notice and the Consent Notice Date to (i) as reasonably practicable and advisable file (terminate this Agreement in accordance with Section 7.1(f) hereof or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) makewaive any such one or more material Consents by delivery of a reasonably detailed written notice to the Company (any such material Consents so waived in writing by Purchaser, as promptly as practicable and advisablecollectively, the "Waived Consents"); provided, however, that in the event that Purchaser has not by or on the Decision Date either (i) terminated this Agreement in accordance with Section 7.1(f) hereof or (ii) waived all such material Consents, then this Agreement shall terminate without any appropriate filings action by any party hereto in accordance with other Governmental AuthoritiesSection 7.1(g) hereof. Notwithstanding any such waiver of material Consents, if necessary or advisablePurchaser has not so terminated this Agreement, pursuant the Company shall continue to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause use its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause actually obtain the expiration or termination of such waiting periods, and shall supply Waived Consents pursuant to Section 4.5(a) up to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust LawsClosing Date. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doingdoing or causing to be done, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly soon as practicable and in any event prior to after the Outside Datedate hereof, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings and Tax ruling requests and to obtain as promptly as practicable all Grizzly Approvals and Burgundy Approvals and all other consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periods, advisable to be obtained from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for and/or any consent Governmental Authority in order to consummate the Merger or approval required for the consummation any of the other transactions contemplated by this Agreement (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals (including Grizzly providing a guarantee of Spinco’s obligations as reasonably necessary to obtain such Approvals) and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any Contract. (b) The Company other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege. Notwithstanding anything to the contrary in this Section 8.7, materials provided to the other party or its outside counsel may be redacted to remove references concerning valuation. In furtherance and Parent shall not in limitation of the foregoing, each party hereto agrees to make (i) as reasonably practicable an appropriate filing of a Notification and advisable file (or cause Report Form pursuant to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Mergertransactions contemplated hereby as promptly as practicable, and in any event within 20 Business Days after the date hereof, (ii) makeappropriate filings, if any are required, with foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar applicable Laws, including the Competition Act (“Foreign Competition Laws”), with respect to the transactions contemplated hereby as promptly as practicable and advisable, any appropriate (iii) all other necessary filings with other Governmental AuthoritiesAuthorities relating to the Merger, if necessary or advisableand, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to any other Antitrust Law. The Company such applicable Laws or by such authorities and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Approvals under such waiting periodsother applicable Laws or from such authorities as soon as practicable. In connection with and without limiting the foregoing, each of Grizzly and Merger Sub, on the one hand, and shall supply Burgundy and Spinco, on the other hand, shall, in connection with the efforts referenced in this Section 8.7 to obtain all Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the United States Department of Justice or (the United States “DOJ”), the Federal Trade Commission as promptly as reasonably practicable (the “FTC”) or any other Governmental Authority and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings material communication received or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained given in this Section 7.5 (i) if any administrative or judicial action or proceeding, including connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (and in each case, if any such communication is instituted in writing, share a copy with the other party) and (or threatened iii) permit the other party to review in advance any communication to be instituted) challenging the Merger as violative given by it to, and consult with each other in advance of any Antitrust Lawmeeting or material telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (b) Without limiting this Section 8.7, but subject to the next sentence of this Section 8.7(b), each of the parties hereto shall use reasonable best efforts agrees to contest take, or to cause to be taken, any and resist any such action or proceeding all steps and to have vacated, lifted, reversed or overturned make any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be all undertakings necessary to avoid or eliminate promptly each and every impediment under any Antitrust antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as promptly soon as practicable reasonably possible, including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Spinco (and in any event no later than or the Outside DateSpinco Subsidiaries) or Grizzly (or the Grizzly Subsidiaries); provided, that neither Parent nor the Company shall be required as applicable, or otherwise taking or committing to take any action under this Section 7.5 actions that would materially impact Parentlimit Spinco’s or the CompanySpinco Subsidiaries’ or Grizzly’s expected benefits resulting from or the Transactions. Notwithstanding anything in this Agreement to the contraryGrizzly Subsidiaries’, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any as applicable, freedom of action (A) that is not conditioned on the Closingwith respect to, or (B) that relates their ability to retain, any retained business of the businesses, product lines or assets of Spinco (or the Company. Spinco Subsidiaries) or Grizzly (d) Parent and or the Company Grizzly Subsidiaries), in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing the Closing; provided that the effectiveness of any such sale, divestiture, license or disposition or action or commitment shall cooperate and consult with each other in connection with be contingent on consummation of the making Merger. Notwithstanding the foregoing, the obligations of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted 8.7(b) (i) shall not apply to remove references concerning each of the valuation of SpinCo or information concerning the Transaction Processparties if compliance with this Section 8.7(b) would result in, or proposals from third parties with respect theretowould reasonably be expected to result in, a Material Adverse Effect on the Eagle Business and (ii) as necessary for the avoidance of doubt, shall not require Burgundy to comply with contractual agreementsagree to any sale, and (iii) as necessary to address reasonable privilege divestiture, licensing or confidentiality concerns. Parent and the Company agree not to participate in disposition of any pre-scheduled meeting assets or discussion, either in person, by video conferencebusinesses, or by telephonerestriction or change in the ownership, with conduct or operations of any Governmental Authority assets or businesses, that are not included in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateEagle Business.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of the Company and their respective Subsidiaries parties hereto shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the each other in doing, all things reasonably necessary, proper or advisable under applicable Laws Law to cause the conditions in Article IV to be satisfied and to consummate and make effective the Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of the parties hereto agrees to (i) use its reasonable best efforts to cooperate with the other party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, waiting period expirations or terminations, Permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement and in timely making all such filings, (ii) promptly furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other party and its affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (iii) supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to any applicable Laws by any Governmental Entity, and (iv) take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, under any applicable Laws as promptly as practicable practicable. In addition, each of Realty Income and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its VEREIT shall use reasonable best efforts to obtain all necessary consents, approvals approvals, waivers, licenses, permits, franchises, authorizations or waivers from third partiesOrders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to consummate the Mergers, the Separation, the OfficeCo Distribution and the other transactions contemplated thereby; provided, that however, that, except as otherwise provided in no event shall the CompanySection 5.15 or Exhibit A of this Agreement, Parent or none of Realty Income, VEREIT nor any of their respective Subsidiaries shall be required to pay make, or commit or agree to make, any feeconcession or payment to, penalty or other consideration incur any liability to, any such non-Governmental Entity to obtain any third party for any consent or approval required for such Consent that is not contingent on the consummation closing of the transactions contemplated by this Agreement under any ContractMerger (unless the parties mutually consent to such concession, payment or liability (such consent not to be unreasonably withheld, conditioned or delayed)). (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each Each of the parties hereto shall shall, in connection with the efforts referenced in Section 5.3(b), use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and to: (iii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and cooperate in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult all respects with each other in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly notify the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions party of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, communication concerning this Agreement or any of their respective Subsidiaries the transactions contemplated hereby to that party from or Affiliates, from any third party or with any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, Entity and consider in good faith the views of the other party and keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, any Governmental Entity and of any communication received or given in connection withwith any proceeding by a private party, in each case regarding any proposed notifications or filings and of the transactions contemplated hereby, except that any substantive written communications or submissions to any Governmental Authority; provided, that materials concerning one party’s valuation of the other party may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, redacted; and (iii) as necessary permit the other party to address review in draft any proposed communication to be submitted by it to any Governmental Entity with reasonable privilege time and opportunity to comment, and consult with each other in advance of any in-person or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled telephonic meeting or discussionconference with any Governmental Entity or, either in person, connection with any proceeding by video conference, or by telephonea private party, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance Person, and, to the extent permitted by the applicable Governmental Entity or Person, not prohibited agree to participate in any meeting or discussion with any Governmental Entity relating to any filings or investigations concerning this Agreement and or any of the transactions contemplated hereby unless it invites the other party’s Representatives to attend in accordance with applicable Laws. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.3 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) In furtherance and not in limitation of the foregoing, each of the parties hereto shall use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Laws, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby (including seeking to have any stay, temporary restraining order or preliminary injunction entered by any court or other Governmental AuthorityEntity vacated or reversed). (d) Each of VEREIT, gives the Board of Directors of VEREIT, Realty Income and the Board of Directors of Realty Income shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the Mergers, the Separation, the OfficeCo Distribution or any other transactions contemplated hereby, use all reasonable best efforts to ensure that the Mergers, the OfficeCo Distribution and the other party a reasonable opportunity transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to attend minimize the effect of such statute or regulation on this Agreement, the Mergers and participatethe other transactions contemplated hereby.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement (including Section 6.2), each of Parent, the Company and their respective Subsidiaries parties shall use its all reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, as promptly as practicable and in any event prior to the Outside Date, including including: (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, consents and expirations or terminations of waiting periods, approvals from Governmental Authorities Entities and the making of all necessary registrations and filings in connection therewith, and (ii) including using its all reasonable best efforts to cause the pre-merger notifications required under the HSR Act to be filed within seven business days after the date hereof and including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties; provided, that in no event shall (iii) the Company, Parent or their respective Subsidiaries be required to pay defending of any fee, penalty lawsuits or other consideration to any third party for any consent legal proceedings, whether judicial or approval required for administrative, challenging this Agreement or the consummation of the transactions Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in paragraph (a) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, Parent, Sub, the Company and the Company Board shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement under any Contractand otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. (b) The Company shall give prompt notice orally and in writing to Parent, and Parent or Sub shall (i) as reasonably practicable give prompt notice orally and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect in writing to the MergerCompany, and (ii) make, as promptly as practicable and advisable, of any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to failure of any other Antitrust Law. The Company and Parent shall (and, condition to the extent required, shall cause its Affiliates to) request early termination of Offer set forth in Annex 1 or any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply condition to the Antitrust Division of Merger set forth in Article 8; provided, however, that no such notification shall affect the United States Department of Justice representations, warranties, covenants or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants agreements of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened the conditions to be instituted) challenging the Merger as violative of any Antitrust Law, each obligations of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the CompanyAgreement. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing, in consultation with the other Transaction Documents, party and as promptly as practicable and in any event prior advisable after the date hereof, all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions or nonactionsapplications, waiversnotices, petitions, filings, Tax ruling requests and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits, Tax rulings and expirations authorizations necessary or terminations of waiting periods, advisable to be obtained from any Third Party and/or any Governmental Authorities and Entity in order to consummate the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals Mergers or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the other transactions contemplated by this Agreement under any Contract. and (bii) The Company taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and Parent shall (i) as reasonably practicable approvals. In furtherance and advisable file (not in limitation of the foregoing, each party hereto agrees to make or cause to be filed) any made, in consultation and all required pre-merger notification cooperation with the other and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisableadvisable after the date hereof (and, in any event, within fifteen (15) Business Days following the date hereof), (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and (B) all other necessary registrations, declarations, notices and filings relating to the Mergers with other Governmental AuthoritiesEntities under any other antitrust, if necessary competition, trade regulation or advisable, other Regulatory Law with respect to the transactions contemplated hereby and to respond to any inquiries received and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Antitrust Law. The Company Regulatory Law and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts take all other actions reasonably necessary to cause the expiration or termination of such the applicable waiting periodsperiods under the HSR Act and any other Regulatory Law as soon as practicable and not extend any waiting period under the HSR Act or any other Regulatory Law or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement, and shall supply to except with the Antitrust Division prior written consent of the United States Department of Justice other party, which consent shall not be unreasonably withheld or the United States Federal Trade Commission as promptly as reasonably practicable and advisable delayed. If necessary to obtain any additional information or documents that may be requested regulatory approval pursuant to any Law Regulatory Law, or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceedingAction, including any proceeding Action by a private party, is instituted (or threatened to be instituted) instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Regulatory Law, each of Parent and the parties hereto Company shall use reasonable best efforts cooperate with each other to (x) obtain any regulatory approval, (y) contest and resist any such action Action, or proceeding and to (z) avoid the entry of or have vacatedvacated or terminated, lifted, reversed or overturned any decree, judgment, injunction, or other order, order (whether temporary, preliminary or permanent) that would restrain, that results from such action prevent or proceeding delay the Closing or the other transactions contemplated herein. Parent shall be responsible for all filing fees and that prohibitslocal counsel fees relating to any filings contemplated in the foregoing. (b) To the extent permissible under applicable Law, prevents or restricts consummation each of the Merger on or before the Outside Date and (ii) Parent and the Company each shall shall, in connection with the efforts referenced in Section 6.3(a) to obtain all requisite approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) permit the other party, or the other party’s legal counsel, to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, (iv) give the other party the opportunity to attend and participate in such meetings and conferences to the extent allowed by applicable Law or by the applicable Governmental Entity, (v) in the event one party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending any meetings or conferences, keep the other promptly and reasonably apprised with respect thereto and (vi) cooperate in the filing of any memoranda, white papers, filings, correspondence, or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity. (c) If any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit or proceeding, whether judicial or administrative, is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of Parent and the Company shall use its reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), and/or (ii) take such further action as reasonably necessary to overturn any regulatory action by any Government Entity to block consummation of this Agreement (and the transactions contemplated herein), including by defending any suit, action, or other legal proceeding brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, provided that Parent and Company shall cooperate with one another in connection with all proceedings related to the foregoing and Parent shall have final decision-making authority on any action or decision required to insure that Parent can meet its obligations in this Section 6.3 and its ability to consummate the transaction. (d) Notwithstanding the foregoing, and subject to Section 6.3(e), Parent shall and, shall cause its Subsidiaries to, propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or any of its Subsidiaries, or effective as of the Effective Time, the Company or its Subsidiaries, or otherwise offer to take or offer to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Parent, any of its Subsidiaries, the Surviving Corporation or its Subsidiaries) which it is lawfully capable of taking and if the offer is accepted, take or commit to take such action, in each case, as may be necessary required in order to avoid the commencement of any Action to prohibit the Merger or eliminate promptly each impediment under any Antitrust Law other transaction contemplated by this Agreement, or if already commenced, to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action so as to enable the Closing to occur as promptly soon as practicable reasonably possible (and in any event no event, not later than the Outside Termination Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. . (e) Notwithstanding anything in this Agreement to the contrary, the Company shall not, without the consent of Parent, publicly or before any Governmental Entity or other third party, offer, suggest, propose or negotiate, and its Subsidiaries shall not be obligated to take or agree or commit to take or effect, by consent decree, hold separate order or otherwise, any action (A) that is not conditioned on the Closingsale, divestiture, disposition, prohibition or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices limitation or other communications received by Parent and the Company, as the case may be, or any action of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review a type described in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateSection 6.3(d).

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of the Company and their respective Subsidiaries shall parties hereto agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, action and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable advisable, under applicable Laws Law or otherwise, to consummate and make effective the Merger and the other transactions contemplated by this Agreement; provided, however, that no party hereto shall be required hereunder to pay any funds to obtain any third party consent. (b) If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of the Company, the parties to this Agreement shall direct their respective officers and directors to take all such necessary action. (c) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers and employees to provide all necessary cooperation reasonably requested by Parent or Acquisition in connection with the arrangement of, and the other Transaction Documentsnegotiation of agreements with respect to, the financing contemplated by the Financing Letters (the "Financing") or any Alternative Financing (as promptly as practicable and in any event prior to the Outside Datehereinafter defined), including (i) by making available to Parent and Acquisition and such financing sources and their representatives and personnel (including for participation at organizational meetings, drafting sessions for offering memoranda and in road shows) personnel, representatives, documents and information of the obtaining of all necessary actions Company and its Subsidiaries as may reasonably be requested by Parent or nonactions, waivers, consents, clearances, approvals, and expirations Acquisition or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and such financing sources (ii) using its reasonable best efforts to obtain all necessary consentsif applicable, approvals or waivers from third parties; provided, that by cooperating with financing sources in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation achieving a timely offering and/or syndication of the transactions contemplated by this Agreement under Financing or any Contract. (b) The Company Alternative Financing reasonably satisfactory to Parent and Parent shall (i) as reasonably practicable Acquisition and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, such financing sources and (iiiii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their by using reasonable best efforts to cause the expiration Company's independent accountants to provide any reports, consents and comfort letters reasonably requested in connection with the Financing or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the CompanyAlternative Financing. (d) Parent and Acquisition shall use their respective commercially reasonable efforts to arrange financing for the Company shall cooperate transactions contemplated hereby on the terms and consult conditions described in the Financing Letters, including their respective commercially reasonable efforts to (i) negotiate definitive agreements with each other in connection with respect thereto on the making of terms and conditions contained therein and (ii) satisfy all filings, notifications, communications, submissions, and any other actions pursuant conditions applicable to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis Acquisition in such definitive agreements that are within their respective control. If any portion of the status of matters relating to Financing becomes unavailable on the completion of terms and conditions described in the TransactionsFinancing Letters, including promptly furnishing the other with copies of notices or other communications received by then Parent and the Company, as the case may be, or any of Acquisition shall use their respective Subsidiaries or Affiliates, commercially reasonable efforts to obtain any such portion from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to alternative sources (the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority"Alternative Financing"); provided, that materials may Parent and Acquisition shall be redacted under no obligation to obtain such Alternative Financing unless it can be obtained on terms which are in the aggregate no less favorable to Parent, the Surviving Corporation and the stockholders of Parent than the terms of the Financing Letters. Parent shall give the Company prompt written notice of any material breach by any party of any of the Financing Letters of which it has knowledge or any termination of any of the Financing Letters. Parent and Acquisition shall keep the Company informed of all material developments with respect to their respective efforts to arrange the financing for the transactions contemplated hereby and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, any of the Financing Letters without (i) to remove references concerning the valuation prior written consent of SpinCo the Company (acting through the Special Committee) if such amendment, modification or information concerning waiver would materially and adversely affect the Transaction Process, or proposals from third parties with respect thereto, likelihood that the Financing contemplated thereby will be obtained and (ii) as necessary to comply with contractual agreementsin the case of an amendment not covered by clause (i), and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, notice to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateCompany.

Reasonable Best Efforts. (a) Each party hereto shall take any actions reasonably necessary or appropriate to consummate the Transactions and fulfill the conditions to the Closing set forth herein as promptly as practicable following the Original Agreement Date. Each party hereto shall take any further actions reasonably necessary or desirable to carry out the purposes of Parentthis Agreement or any other Transaction Document as may be reasonably requested by the other parties hereto. (b) In furtherance and not in limitation of the terms of Section 6.5, Acquirer and the Company and their respective Subsidiaries shall use its reasonable best efforts cooperate to promptly takefile, or cause to be takenfiled within five Business Days following the Original Agreement Date, any filings and apply for any approvals or consents that are required under any applicable Antitrust Laws and each of Acquirer and the Company shall, to the extent permitted under Applicable Law, (i) cooperate and coordinate, subject to all actionsapplicable privileges (including the attorney-client privilege), and to promptly do, or cause to be done, and to assist and cooperate with the other in doingthe making of any filings or submissions that are required to be made under any applicable Antitrust Laws or requested to be made by any Governmental Entity in connection with the Transactions, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and (ii) supply the other transactions contemplated or its outside counsel with any information that may be required or requested by this Agreement and any Governmental Entity in connection with such filings or submissions, (iii) supply any additional information that may be required or requested by the other Transaction Documents, Governmental Entities in which any such filings or submissions are made under any applicable Antitrust Laws as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewithpracticable, and (iiiv) using its use their respective reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act consistent with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts Applicable Law to cause the expiration or termination of such the applicable waiting periods, and shall supply periods under any applicable Antitrust Laws as soon as reasonably practicable. Subject to Applicable Law relating to the Antitrust Division exchange of information, each of the United States Department of Justice Company and Acquirer shall have the right to review in advance any filing, application, notification or other document to be submitted by the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant other party to any Law or by Governmental Entity under any Antitrust Law. Neither the Company nor Acquirer shall, without the prior written consent of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected , participate in or permit any of its respective Representatives to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of participate in any meeting with any Governmental Authority of any required filings Entity relating to the Transactions unless the Company or applications under Antitrust LawsAcquirer, as applicable, consults with the other party in advance. (c) In furtherance of Subject to the covenants of the parties contained limitations set forth in this Section 7.5 (i) 6.5(c), if any administrative objections are asserted with respect to the Transactions under any applicable Antitrust Law or judicial action any other Applicable Law or proceeding, including if any proceeding by a private party, Legal Proceeding is instituted (or threatened to be instituted) by any Governmental Entity challenging the Merger as violative of any Antitrust Law, each Transactions or that would otherwise prohibit or materially impair or delay the consummation of the parties hereto Transactions, the Company and Acquirer shall use their respective reasonable best efforts to contest and resist resolve any such action objections or proceeding and lawsuits or other proceedings (or threatened Legal Proceedings) so as to have vacatedpermit consummation of the Transactions prior to the Termination Date. Notwithstanding anything to the contrary herein, liftedneither Acquirer nor any of its Affiliates shall be required, reversed in order to resolve any such objections or overturned Legal Proceedings (or threatened Legal Proceedings) or otherwise to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any decreesuch action, judgmentor (B) propose, injunctionnegotiate or offer to effect, or consent or commit to, any such sale, lease, license, transfer, disposal, divestiture of, or other orderEncumbrance on, whether temporaryor holding separate of, preliminary before or permanentafter the Closing, that results from such action any material assets, licenses, operations, rights, product lines, businesses, or proceeding and that prohibitsinterest therein of Acquirer or the Company (or any of their respective subsidiaries or other Affiliates), prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required agree to take any other action under this Section 7.5 that would materially impact Parent’s or agree or consent to any material limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such material assets, licenses, operations, rights, product lines, businesses, or interest therein of Acquirer or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contraryCompany (or any of their respective subsidiaries or other Affiliates), the Company and its Subsidiaries shall not be obligated to (iii) take or agree or commit to take any other action or agree or consent to the holding separate of the Shares or any material limitation or regulation on the ability of Acquirer or any of its Affiliates to exercise full rights of ownership of the Shares, or (Aiv) take or agree to take any other material action that is not conditioned on the Closingconsummation of the Share Purchase (any one or more of the foregoing actions, or (B) that relates an “Antitrust Restraint”). Acquirer may compel the Company to agree to any retained business Antitrust Restraint (or assets of agree to take such Antitrust Restraint) if such Antitrust Restraint is effective only after the Company. (d) Parent and the Closing. The Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions not agree to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning Antitrust Restraint without the valuation prior written consent of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateAcquirer.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement (including Section 5.3(d)), each of Holdings LP and the Company AMID Entities shall cooperate with the other and their respective Subsidiaries use (and shall use cause each of the other Southcross Companies and each of AMID’s Subsidiaries, respectively, to use) its reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably things, necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts Law to cause the expiration or termination of such waiting periods, and shall supply conditions to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully with any Governmental Authority all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws); provided, that neither Parent nor (ii) obtain promptly (and in any event no later than the Company shall be required Outside Date) and maintain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to take consummate the Transactions, (iii) defend any action under Legal Proceedings challenging this Section 7.5 that would materially impact Parent’s Agreement or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets consummation of the CompanyTransactions or seek to have vacated, lifted, reversed or rescinded any injunction or restraining order or other order that prohibits, prevents, restricts or otherwise adversely affects the ability of the parties to consummate the Transactions and (iv) obtain all necessary consents, approvals or waivers from third parties. (db) Parent In furtherance and not in limitation of the Company foregoing, (i) each party hereto (including by their respective Subsidiaries) agrees to make an appropriate filing (if required) of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within 10 Business Days after the date of this Agreement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 5.3 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the Outside Date); and (ii) each party shall each use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (y) if any state takeover statute or similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transactions. AMID shall be responsible for and pay 50% of any and all filing fees due under any Antitrust Law with respect to all antitrust filings with the remaining 50% treated as a Transaction Expense. (c) Each of the parties shall use (and shall cause the Southcross Companies and AMID’s Subsidiaries to use) its reasonable best efforts to (i) cooperate and consult in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the making of all filingsTransactions, notificationsincluding by providing the other party documents, communications, submissionsinformation and a reasonable opportunity to review and comment thereon in advance, and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private Person, (ii) promptly inform the other party of (and supply to the other party) any communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other actions pursuant Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) consult with the other party prior to this Section 7.5taking any material position with respect to the filings under the HSR Act or any other Antitrust Law, and, subject or in discussions with or filings to applicable legal limitations and the instructions of be submitted to any Governmental Authority or prior to entering into any agreement with any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall (iv) permit counsel for the other party reasonable opportunity to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings analyses, presentations, memoranda, briefs, arguments, opinions and any substantive written communications or submissions proposals to be submitted to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties Authority with respect theretoto filings under the HSR Act or any other Antitrust Law, (iiv) as necessary to comply coordinate with contractual agreementsthe other party in preparing and exchanging such information and promptly provide the other party (and its counsel) with copies of all filings, presentations or submissions (and (iiia summary of any oral presentations) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, made by video conference, or by telephone, such party with any Governmental Authority in connection with relating to the Transactions unless it consults under the HSR Act or any other Antitrust Law and (vi) consult with the other party in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by such the Governmental AuthorityAuthority or other Person, gives give the other party a reasonable the opportunity to attend and participateparticipate in such meetings and teleconferences. AMID shall have the principal responsibility for devising and implementing the strategy for obtaining any clearances required under any Antitrust Law in connection with the Transactions and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances, provided, however, that AMID shall consult in advance with the Southcross Companies and in good faith take the Southcross Companies views into account regarding the overall strategy. Subject to Section 5.5(b), the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.3 in a manner so as to preserve the applicable privilege. (d) The AMID Entities and Holdings LP (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (x) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the Transactions, and (y) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the Transactions, in each case, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date. Notwithstanding the foregoing, this clause (d) shall not impose any requirement on the AMID Entities or Holdings LP (i) to dispose, transfer, or separate any assets or operations, (ii) limit AMID’s freedom of action with respect to, or its ability to consolidate and control, the Southcross Companies or any of their assets or businesses or any of AMID’s or its Affiliates’ other assets or businesses or (iii) limit AMID’s ability to acquire or hold, or exercise full rights of ownership with respect to, the Southcross Companies. (e) Notwithstanding anything to the contrary set forth in this Agreement, with respect to any reference in this Agreement to Holdings LP causing any Joint Venture Entities to take any action, such reference shall only require Holdings LP to cause such Joint Venture Entity to take such action to the maximum extent permitted by the Organizational Documents and governance arrangements of the Joint Venture Entities and, to the extent applicable, its fiduciary duties in relation to the Joint Venture Entities.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other Transaction Documents, party and as promptly as practicable and in any event prior advisable after the date hereof, all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or nonactions, waiversterminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, other Transactions and (ii) using taking all steps as may be necessary, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) In connection with and without limiting the foregoing, each of the parties shall give any required notices to third parties, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent consents that are necessary, proper or approval required for advisable to consummate the consummation Merger. Each of the transactions contemplated parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable, the parties and their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by this Agreement under applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any Contractsuch meeting with such Governmental Entity. (bc) The Company and Parent shall (i) as reasonably practicable and advisable file (In connection with obtaining any approval or cause to be filed) consent from any and all required pre-merger notification and report forms under the HSR Act Person with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor Subsidiary of the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree pay or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates pay to any retained business Person whose approval or assets consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of the Company. (d) Parent and the Company Parent. The parties shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to obtain such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateconsents.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly soon as practicable and in any event prior to after the Outside Datedate hereof, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, consentslicenses, clearancesorders, registrations, approvals, permits, Tax rulings and expirations authorizations necessary or terminations advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, other transactions contemplated by this Agreement and (ii) using its taking all reasonable best efforts steps as may be necessary to obtain all necessary such material consents, approvals waivers, licenses, registrations, permits, authorizations, Tax rulings, orders and approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined in Section 5.4(b)) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or waivers from third parties; providedtermination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.4 shall require any of PNU and its Subsidiaries or Monsanto and its Subsidiaries to sell, that hold separate or otherwise dispose of or conduct their business in no event shall a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the Companysale, Parent holding separate or other disposition of, any assets of PNU, Monsanto or their respective Subsidiaries be required or the conduct of their business in a specified manner, whether as a condition to pay obtaining any feeapproval from a Governmental Entity or any other Person or for any other reason, penalty if such sale, holding separate or other consideration disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to any third party have a Material Adverse Effect on Newco and its Subsidiaries (including the Surviving Corporation and its Subsidiaries), taken together, after giving effect to the Merger. (b) Each of PNU and Monsanto shall, in connection with the efforts referenced in Section 5.4(a) to obtain all requisite material approvals and authorizations for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Regulatory Law. The Company and Parent shall (and, to the extent required, shall cause use its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and cooperate in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult all respects with each other in connection with the making of all filings, notifications, communications, submissions, any filing or submission and in connection with any investigation or other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactionsinquiry, including promptly furnishing the other with copies of notices or other communications received any proceeding initiated by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect theretoa private party, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.promptly inform the

Reasonable Best Efforts. (a) Each of ParentSubject to the terms and conditions herein provided, the Company and their respective Subsidiaries shall agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the Offer and the Merger and the other transactions contemplated by this Agreement and the other Transaction DocumentsAgreement, as promptly as practicable and in any event prior to the Outside Dateincluding, including but not limited to, (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, Consents from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from other third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval parties required for the consummation of the Offer and the Merger and the other transactions contemplated by this Agreement under hereby (provided that the Company shall not make any Contractpayment or amend the terms of any agreement in connection with obtaining any such Consent without the prior written approval of Purchaser) and (ii) consulting and cooperating with and providing assistance to Purchaser and Merger Sub in the preparation and filing with the SEC of the Offer Documents and all necessary amendments and supplements thereto. Upon the terms and subject to the conditions hereof, the Company agrees to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to satisfy the conditions to the consummation of the Offer and the Closing set forth herein. (b) The Company agrees to inform Purchaser regularly, and Parent to respond to requests of Purchaser, as to the status of whether or not each material Consent required from third parties (other than Governmental Authorities) in connection with this Agreement and the transactions contemplated hereby have been obtained. The Company shall promptly deliver to Purchaser in writing a reasonably detailed notice (the “Consent Notice”) as to the status of all such material Consents (i) as reasonably practicable and advisable file immediately before the close of business on the thirteenth business day (or cause to be filedsuch date, the “Consent Notice Date”) any and all required pre-merger notification and report forms under following the HSR Act with respect to commencement of the Merger, Offer and (ii) makeimmediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer. In the event that the Company has not obtained any one or more of such material Consents by the Consent Notice Date, as promptly as practicable then Purchaser shall have up to and advisableincluding the date (the “Decision Date”) which is the actual expiration date of the Offer to (i) terminate this Agreement in accordance with Section 7.1(f) hereof or (ii) waive any such one or more material Consents by delivery of a reasonably detailed written notice to the Company (any such material Consents so waived in writing by Purchaser, collectively, the “Waived Consents”); provided, however, that in the event that Purchaser has not by or on the Decision Date either (i) terminated this Agreement in accordance with Section 7.1(f) hereof or (ii) waived all such material Consents, then this Agreement shall terminate without any appropriate filings action by any party hereto in accordance with other Governmental AuthoritiesSection 7.1(g) hereof. Notwithstanding any such waiver of material Consents, if necessary or advisablePurchaser has not so terminated this Agreement, pursuant the Company shall continue to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause use its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause actually obtain the expiration or termination of such waiting periods, and shall supply Waived Consents pursuant to Section 4.5(a) hereof up to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust LawsClosing Date. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions set forth in this Agreement, each of Parent, the Company and their respective Subsidiaries parties hereto shall use (and cause its affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to promptly taketake promptly, or cause to be takentaken promptly, all actions, and to promptly dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside DateAgreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, consents and approvals, including the Company Approvals and expirations or terminations of waiting periodsthe Parent Approvals, from Governmental Authorities Entities and the making of all necessary registrations and filings in connection therewithand taking all steps as may be necessary to obtain an approval or waiver from, and or to avoid an action or proceeding by, any Governmental Entity, (ii) using its reasonable best efforts to obtain obtaining all necessary consents, approvals or waivers from third partiesparties and all consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that prior to the Effective Time in no event shall the Company, Parent Company or their respective any of its Subsidiaries be required to pay or, absent the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), pay or commit to pay any material fee, penalty material penalties or other material consideration to any landlord or other third party for to obtain any consent consent, approval or approval waiver required for the consummation of the Merger under any real estate leases or Company Material Contracts. (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than fifteen (15) business days after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act; (ii) use reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (iiy) maketimely making all such filings and timely seeking all such consents, as permits, authorizations or approvals; (iii) promptly as practicable and advisable, any appropriate filings with inform the other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination party upon receipt of any applicable waiting periods under material communication from the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periodsUnited States Federal Trade Commission, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by other Governmental Entity regarding any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including transactions contemplated by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date Agreement; and (iiiv) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental AuthorityEntity, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactionstransactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by Parent and the CompanyCompany or Parent, as the case may be, or any of their respective Subsidiaries or AffiliatesSubsidiaries, from any third party or and/or any Governmental Authority Entity with respect to such Transactionstransactions. Subject to applicable Law relating to the exchange of information, The Company and Parent and the Company shall permit legal counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions communication to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation Entity. Each of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree and Parent agrees not to (A) participate in any pre-scheduled substantive meeting or discussion, either in person, by video conference, person or by telephone, with any Governmental Authority Entity in connection with the Transactions proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental AuthorityEntity, gives the other party a reasonable the opportunity to attend and participate, (B) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (C) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). (c) In furtherance and not in limitation of the agreements of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, “Regulatory Law” means the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, or (ii) protect the national security or the national economy of any nation.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement and in accordance with applicable Laws, each of Parent, the Company and their respective Subsidiaries shall parties to this Agreement will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall as promptly as practicable, including (i) as reasonably practicable obtaining all necessary actions or non-actions, waivers, consents and advisable file (or cause to be filed) any approvals from Governmental Entities and making all required pre-merger notification necessary registrations and report forms under the HSR Act with respect to the Merger, filings and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or eliminate promptly each impediment under proceeding by, any Antitrust Law so as to enable the Closing to occur Governmental Entity, (ii) making, as promptly as practicable (and in any event no later than within 10 Business Days), an appropriate filing with the Outside DateU.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) making, as promptly as practicable, appropriate filings (a) under the EC Merger Regulation, if required, (b) under the Competition Act (Canada) and the Investment Canada Act of 1984 (Canada), if required, and (c) under any other applicable antitrust, competition, premerger notification, trade regulation, or merger control Law, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that neither Parent nor without the Company prior written consent of SibCo (which consent shall not be required to take any action under this Section 7.5 that would materially impact Parent’s unreasonably withheld or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrarydelayed), the Company and its Subsidiaries shall may not be obligated to take or agree pay or commit to take pay any action (A) that is not conditioned on the Closingamount of cash or other consideration, or incur or commit to incur any liability or other obligation, in connection with obtaining such consent, approval or waiver, (Bv) that relates subject to first having used its reasonable best efforts to negotiate a reasonable resolution of any retained business objections underlying such lawsuits or assets other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Companytransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (vi) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby, and to fully carry out the purposes of this Agreement. (db) Parent SibCo, MergerCo and the Company shall will cooperate and consult with each other in connection with the making of all such filings, notifications, communications, submissions, notifications and any other material actions pursuant to this Section 7.5, and5.9, subject to applicable legal limitations and the instructions of any Governmental AuthorityLaw, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit permitting counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive material written communications or submissions communication to any Governmental AuthorityEntity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that materials material may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (iix) as necessary to comply with contractual agreementsarrangements, and (iiiy) as necessary to address reasonable good faith legal privilege or confidentiality concerns. Parent Except as otherwise required by Law, neither party shall file any such document or take such action if the other party has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, materially delay or materially impede the consummation of the transactions contemplated hereby or (ii) cause a condition set forth in Article VI to not be satisfied in a timely manner. None of SibCo, MergerCo nor the Company shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party (which consent shall not be unreasonably withheld or delayed). (c) Each of SibCo, MergerCo and the Company will promptly inform the other party upon receipt of any material communication from the FTC, the Antitrust Division or any other Governmental Entity regarding any of the transactions contemplated by this Agreement. If SibCo, MergerCo or the Company (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith 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. The parties agree not to participate participate, or to permit their Affiliates to participate, in any pre-scheduled substantive meeting or discussion, either in person, by video conference, or by telephone, discussion with any Governmental Authority Entity in connection with the Transactions transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental AuthorityEntity, gives the other party a reasonable the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with the FTC, the Antitrust Division or any other Governmental Entity in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party will use its reasonable best efforts to resolve any objections that may be asserted with respect to the transactions contemplated by this Agreement under any antitrust, competition, premerger notification, trade regulation, or merger control Law, including (subject to first having used reasonable best efforts to negotiate a resolution to any such objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (d) Notwithstanding anything herein to the contrary, no party is required to, and the Company may not, without the prior written consent of MergerCo, become subject to, consent or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates in any manner which, individually or in the aggregate with all other such requirements, conditions, understandings, agreements and Orders could reasonably be expected to have a Company Material Adverse Effect at or after the Effective Time. Notwithstanding anything in this Agreement to the contrary, the Company will, upon the request of SibCo, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, so long as such requirement, condition, understanding, agreement or Order is binding on the Company only in the event that the Closing occurs.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries Parent shall use its their reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside DateAgreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, consents and expirations or terminations of waiting periods, approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. (b) In furtherance and not in connection therewithlimitation of the undertakings pursuant to this Section 6.11, each of Parent and the Company shall (i) provide or cause to be provided as promptly as practicable to Governmental Authorities with regulatory jurisdiction over enforcement of any Antitrust Laws (each such Governmental Authority, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any Antitrust Laws as promptly as practicable following the date of this Agreement (but in no event more than fifteen (15) Business Days from the date hereof except by mutual consent confirmed in writing) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act and any additional consents and filings under any Antitrust Laws; and (ii) using its use their reasonable best efforts to take such actions as are necessary or advisable to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or prompt approval required for the of consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust LawsAuthority. (c) In furtherance Notwithstanding anything to the contrary herein, in connection with the receipt of any necessary governmental approvals or clearances (including under any Antitrust Law), nothing in this Agreement shall require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or proffer to, divest, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the covenants business or assets of Parent, the parties contained Company or any of their respective Subsidiaries. Notwithstanding anything to the contrary herein, in this Section 7.5 no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in the litigation of any Proceeding, whether judicial or administrative, brought by any Governmental Authority or appeal any Order (i) if any administrative challenging or judicial action seeking to make illegal, delay materially or proceeding, including any proceeding by a private party, is instituted (otherwise directly or threatened to be instituted) challenging indirectly restrain or prohibit the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and other transactions contemplated by this Agreement or seeking to obtain from Parent or any of its Subsidiaries any damages in connection therewith, or (ii) seeking to prohibit or limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent and or any of their respective Affiliates of all or any portion of the business, assets or any product of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or to require any such Person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or enter into a consent decree or hold separate all or any portion of the business, assets or any product of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, in each shall use reasonable best efforts to take such further action case as may be necessary to avoid a result of or eliminate promptly each impediment under in connection with the Merger or any Antitrust Law so as to enable of the Closing to occur as promptly as practicable (and in any event no later than other transactions contemplated by this Agreement. Without limiting the Outside Date); providedgenerality of the foregoing, that neither Parent nor the Company shall be required give Parent the opportunity to take participate in the defense of any action under this Section 7.5 that would materially impact Parent’s or Proceeding against the Company’s expected benefits resulting from Company and/or its directors relating to the Transactions. Notwithstanding anything in transactions contemplated by this Agreement and will obtain the prior written consent of Parent prior to the contrary, the Company and its Subsidiaries shall not be obligated to take settling or agree or commit to take satisfying any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Companysuch Proceeding. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the Company shall permit counsel for the other party reasonable opportunity right to review in advance, and consider to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Authority in good faith connection with the views transactions contemplated by this Agreement, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Authority and (iii) promptly furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the transactions contemplated by this Agreement. The Company and Parent shall, to the extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection withwith the transactions contemplated by this Agreement and to participate in the preparation for such discussion, any proposed notifications telephone call or filings and any substantive written communications meeting. Neither Parent nor the Company shall commit to or submissions to agree with any Governmental Authority; providedAuthority to stay, that toll or extend any applicable waiting period under the HSR Act or applicable Foreign Competition Laws, without the prior written consent of the other. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.11 as “Antitrust Counsel Only Material”. Notwithstanding anything to the contrary in this Section 6.11, materials provided to the other party or its counsel may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateits Subsidiaries.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws laws, rules and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing and the other Transaction Documents, filing as promptly as practicable and in any event prior all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions or nonactionsapplications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, consents, clearancesorders, approvals, permits, rulings, authorizations and expirations clearances necessary or terminations of waiting periods, advisable to be obtained from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for or any consent Governmental Entity in order to consummate the Merger or approval required for the consummation any of the other transactions contemplated by this Agreement under any Contract. Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees (bA) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (andpracticable, to the extent requiredit has not already done so, an appropriate filing of a Notification and Report Form pursuant to the HSR Act, if applicable, with respect to the transactions contemplated hereby (which filing, if applicable, shall cause its Affiliates to) request early termination be made in any event within 15 business days of any applicable waiting periods under the Antitrust Laws (if availabledate hereof) and shall respectively (B) to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by such authorities and to use their commercially reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such waiting periodsconsents, waivers, orders, approvals, permits, rulings, authorizations and clearances under any other applicable antitrust laws or from such authorities as soon as practicable. (b) Notwithstanding the foregoing or any other provision in this Agreement to the contrary, nothing in this Section 5.3 shall supply require, or be deemed to require, (i) Parent or Company (or any of their respective Subsidiaries) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its Subsidiaries’) business in any specified manner) if doing so would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Parent or the Surviving Corporation after the Effective Time, or (ii) Parent or Company (or any of their respective Subsidiaries) to take any such action that is not conditioned on the consummation of the Merger. Neither party shall take or agree to take any action identified in clause (i) or (ii) of the preceding sentence without the prior written consent of the other party, which consent, in the case of an action identified in clause (ii), shall not be unreasonably withheld or delayed. (c) Each of Parent and Company shall, in connection with the efforts referenced in Section 5.3(a), use its commercially reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of the status of any of the matters contemplated hereby, including providing the other party with a copy of any written communication (or summary of oral communications) received by such party from, or given by such party to, the Antitrust Division of the United States Department of Justice or Justice, the United States Federal Trade Commission as promptly as reasonably practicable or any other Governmental Entity and advisable of any additional information written communication (or documents that may be requested pursuant summary of oral communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iii) to the extent practicable, consult with each other in advance of any Law meeting or conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any such other person, and to the extent permitted by any of them. No party hereto shall take any action without such Governmental Entity or other person, give the other party’s consent that could reasonably be expected party the opportunity to adversely affect or materially delay (including by entering into a timing agreement), attend and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawsparticipate in such meetings and conferences. (cd) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.5 5.3, if (i) if any objections are asserted with respect to the transactions contemplated hereby under any law, rule, regulation, order or decree, (ii) any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) by any Governmental Entity or private party challenging the Merger or the other transactions contemplated hereby as violative of any Antitrust Lawlaw, rule, regulation, order or decree or which would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Merger or the other transactions contemplated hereby, or (iii) any law, rule, regulation, order or decree is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Merger or the other transactions contemplated hereby illegal or would otherwise prevent, delay or impede the consummation, or otherwise materially reduce the contemplated benefits, of the Merger or the other transactions contemplated hereby, then each of Company and Parent shall use its commercially reasonable best efforts to resolve any such objections, actions or proceedings so as to permit the consummation of the transactions contemplated by this Agreement, including, subject to Section 5.3(b), selling, holding separate or otherwise disposing of or conducting its or its Subsidiaries’ business or assets in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct its or its Subsidiaries’ business or assets in a specified manner, which would resolve such objections, actions or proceedings. (e) In furtherance and not in limitation of the covenants of the parties hereto contained in this Section 5.3, but subject to first complying with the obligations of Section 5.3(d), if any of the events specified in Section 5.3(d)(ii) or (iii) occurs, then each of Parent and Company shall cooperate in all respects with each other and use its commercially reasonable best efforts efforts, subject to Section 5.3(b), to contest and resist any such administrative or judicial action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, injunction or other decree or order, whether temporary, preliminary or permanent, that results from such action or proceeding is in effect and that prohibitsprevents, prevents materially delays or restricts materially impedes the consummation, or otherwise materially reduces the contemplated benefits, of the Merger or the other transactions contemplated by this Agreement and to have such law, rule, regulation, order or decree repealed, rescinded or made inapplicable so as to permit consummation of the Merger on or before the Outside Date transactions contemplated by this Agreement, and (ii) each of Parent and the Company each shall use its commercially reasonable best efforts to take defend, at its own cost and expense, any such further action administrative or judicial actions or proceedings; provided, however, that no party shall be obligated to expend any effort or expense if it receives an opinion of counsel reasonably acceptable to the other party that it is highly unlikely that such effort will be successful. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.3 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has otherwise complied with its obligations under this Section 5.3 prior to such termination. (g) Parent shall agree to execute and deliver, at or prior to the Effective Time, supplemental indentures, loan amendments and other instruments required for the due assumption, as determined by the parties hereto, of Company’s outstanding debt, guarantees and other securities to the extent required by the terms of such debt, guarantees and securities and the instruments and agreements relating thereto, and Company shall assist Parent in accomplishing the same. (h) Each of Company and Parent and their respective Boards of Directors shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation becomes applicable to this Agreement, the Merger, or any other transactions contemplated hereby, use its commercially reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur consummated as promptly as practicable (on the terms contemplated hereby and in any event no later than otherwise to minimize the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under effect of such law or regulation on this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contraryAgreement, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent Merger and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participatetransactions contemplated hereby.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, each of Rovi, Parent and TiVo shall, and shall cause its Subsidiaries to use reasonable best efforts (i) to take, or cause to be taken, all actions necessary or advisable to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the Company Mergers and, subject to the conditions set forth in Article VI hereof, to consummate the Transactions, including the Mergers, as promptly as practicable, (ii) to obtain (and to cooperate with the other Parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by TiVo, Parent or Rovi or any of their respective Subsidiaries in connection with the Mergers and the other Transactions, and to comply with the terms and conditions of any such consent, authorization, order or approval and (iii) to execute and deliver any additional instruments necessary to consummate the Transactions. (b) Subject to the terms and conditions of this Agreement, each of Rovi, Parent and TiVo shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper necessary or advisable under applicable Laws to consummate and make effective effective, as soon as practicable after the Merger date of this Agreement, the Transactions, including using reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Transactions and using reasonable best efforts to defend any Proceeding seeking to enjoin, prevent or delay the other transactions contemplated by this Agreement consummation of the Transactions or seeking material damages. (c) In furtherance and not in limitation of the other Transaction Documentsforegoing, (i) each Party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event prior within ten (10) Business Days of the date hereof, unless otherwise agreed to by the Parties, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Outside DateHSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.9 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable and (ii) each of TiVo and Rovi shall each use its reasonable best efforts to (x) take all action reasonably necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (y) if any state takeover statute or similar Law becomes applicable to any of the Transactions, take all action reasonable to enable the Transactions to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions. (d) Each of the Parties shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with (A) determining whether any filing or submission with a Governmental Entity in connection with the obtaining of all necessary actions Transactions and in connection with any Proceeding relating to the Transactions, including any Proceeding initiated by a private party, is required to be made with, or nonactionsconsents, permits, authorizations, waivers, consents, clearances, approvals, and expirations or terminations of waiting periodsperiods are required to be obtained from, from any third parties to other Governmental Authorities and the making of all necessary registrations and filings Entities in connection therewith, with the execution and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for delivery of this Agreement and the consummation of the transactions contemplated by this Agreement under any Contract. Transactions and (bB) The Company timely making all such filings and Parent shall (i) as reasonably practicable submissions and advisable file (timely obtaining all such consents, permits, authorizations or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and approvals; (ii) make, supply to any Governmental Entity as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without such Governmental Entity; (iii) keep the other party’s consent that could Parties informed in all material respects and on a reasonably be expected to adversely affect timely basis of any communication received by such Party from, or materially delay (including given by entering into a timing agreement), and each party hereto shall diligently pursuesuch Party to, the approval Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity and of any Governmental Authority of any required filings communication received or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding given by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other party in connection with the making of all filingsany Proceeding, notifications, communications, submissions, and in each case regarding any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law Laws relating to the exchange of information, Rovi or Parent and shall have the Company right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided, however that each of the Parties shall permit counsel for have the other party reasonable opportunity right to review in advance, and consider to the extent practicable each will consult the other on any filing made with, or written materials constituting material communications submitted to, any third party and/or any Governmental Entity in good faith connection with any Proceeding with respect to the views Transactions in connection with proceedings under or relating to any Antitrust Law. Subject to applicable Laws relating to the exchange of information, each Party shall, to the extent practicable, give the other party reasonable advance notice of all material communications with any Governmental Entity and each Party shall have the right to attend or participate in material conferences, meetings and telephone or other communications between the other Parties and regulators concerning the Transactions. Notwithstanding anything to the contrary contained in this Agreement, Rovi, after prior consultation with TiVo to the extent practicable and good faith consideration of its views, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances, including in connection withwith the determination of any Regulatory Actions with participation from TiVo, any proposed notifications or filings and any substantive written shall take the lead in all meetings and communications or submissions to with any Governmental Authority; providedEntity and TiVo in connection with obtaining any necessary antitrust or competition clearances. Rovi and TiVo may, that as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.9(d) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside antitrust counsel to employees, officers, directors or other Representatives of the recipient unless express permission is obtained in advance from the source of the materials (TiVo or Rovi, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.9(d), materials provided to another Party or its outside counsel may be redacted (i) to remove references concerning the valuation valuation, pricing and other competitively sensitive terms from an antitrust perspective in the Contracts of SpinCo the Parties and their respective Subsidiaries. (e) Notwithstanding Sections 5.9(a) through 5.9(d) or information concerning any other provision of this Agreement to the Transaction Processcontrary, in no event shall Rovi or proposals from Parent or their Subsidiaries or Affiliates be required to agree to (nor shall TiVo and its Subsidiaries, without Rovi’s prior written consent, propose or commit to any third parties with respect theretoparty that it or Rovi or Parent or their Subsidiaries or Affiliates) (i) divest, license, hold separate or otherwise dispose of, encumber or allow a third party to utilize, any portion of its or their respective businesses, assets or Contracts or (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege take any other action that may be required or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, requested by video conference, or by telephone, with any Governmental Authority Entity in connection with obtaining the Transactions unless it consults with consents, authorizations, orders or approvals contemplated by this Section 5.9 that, in the other party case of clauses (i) and (ii), would have an adverse impact, in advance andany material respect, to on (A) the extent not prohibited by such Governmental Authoritybusiness of Rovi and its Subsidiaries, gives taken as a whole or (B) the other party business of TiVo and its Subsidiaries, taken as a reasonable opportunity to attend and participatewhole (each a “Regulatory Action”).

Reasonable Best Efforts. (a) Each of Parent, the Company Parties shall cooperate and their respective Subsidiaries shall use its respective reasonable best efforts to fulfill as promptly takeas practicable the conditions precedent hereunder, or cause to be taken, including securing as promptly as practicable all actions, and to promptly do, or cause to be done, and to assist and cooperate Consents required in connection with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions Transactions contemplated by this Agreement and the Definitive Agreements, including those set forth on Annex B hereto. Without limiting the generality of the foregoing, the Parties shall make all filings and submissions required by the Antitrust Laws and any other Transaction Documentsapplicable Laws and promptly file any additional information requested as soon as practicable after receipt of such request therefor. To the extent that, as an accommodation to any Party in its capacity as a buyer (the “Buyer”) and with the Buyer’s prior written consent, any other Party incurs costs that the Buyer otherwise would have to incur in order to secure any Consent, the Buyer shall promptly as practicable and in reimburse such other Party for any event prior such costs that are invoiced by such other Party to the Outside DateBuyer. Notwithstanding anything to the contrary contained herein, including (i) none of the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event Parties shall the Company, Parent or their respective Subsidiaries be required to pay (A) agree to a Burdensome Condition or (B) litigate against any fee, penalty Legal Proceeding (including any proceeding seeking a temporary restraining order or other consideration to preliminary injunction) challenging any third party for any consent or approval required for the consummation of the transactions Transactions contemplated by this Agreement under or the Definitive Agreements as violative of any ContractAntitrust Law or any other applicable Laws. (b) The Company Parties shall cooperate with one another and Parent shall (i) as reasonably practicable and advisable file (furnish to the other Parties all information necessary or cause to be filed) desirable in connection with making any and all required pre-merger notification and report forms application or filing under the HSR Act Antitrust Laws and any other applicable Laws, and in connection with resolving any investigation or other inquiry by any Governmental Body under any Antitrust Laws or any other applicable Laws with respect to the Merger, and (ii) make, as Transactions contemplated by this Agreement or the Definitive Agreements. Each of the Parties shall promptly as practicable and advisable, any appropriate filings with inform all other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination relevant Parties of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissionscommunication with, and any other actions pursuant to this Section 7.5proposed understanding, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices undertaking or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection agreement with, any proposed notifications Governmental Body regarding any such filings or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted such Transaction (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance andincluding, to the extent not prohibited by applicable Law, by providing copies of all such written communications from any Governmental AuthorityBody); provided that none of the Parties shall agree to or enter into any such understanding, gives undertaking or agreement with any Governmental Body without the other party a Parties’ prior written consent. None of the Parties shall participate in any meeting or telephone call (to the extent such call is reasonably expected to be substantive in nature) with any Governmental Body in respect of any such filings, investigation or other inquiry without giving all other Parties reasonable prior notice of, and the opportunity to attend participate in, the meeting or telephone call (as the case may be). The Parties shall consult and participatecooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings under or relating to any Antitrust Laws and any other applicable Laws (including, with respect to making a particular filing, by providing copies of all such documents to any non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested by such non-filing Party in connection therewith).

Reasonable Best Efforts. (a) Each party shall make or cause to be made, in cooperation with the other parties and to the extent applicable: (i) as promptly as practicable (and in any event within three (3) Business Days) after the Agreement Date, an appropriate filing of Parenta Notification and Report Form pursuant to the HSR Act with respect to the Offer and the Merger; and (ii) as promptly as practicable (and in any event within seven (7) Business Days) after the Agreement Date, all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Bodies under any other antitrust, competition, trade regulation, or other Law relating to the Offer and the Merger. Each party shall use its reasonable best efforts to: (A) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice or any other Governmental Body; (B) act in good faith and reasonably cooperate with the other party in connection with any investigation by any Governmental Body; (C) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel; and (D) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws. In connection with the foregoing: (w) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Body with respect to the Merger, subject to advice of such party’s antitrust counsel; (x) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation with any Governmental Body in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Body, the opportunity to attend and/or participate; (y) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending any meetings, conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto; and (z) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust Laws. Without limiting the foregoing, the Company and their respective Subsidiaries Parent shall each use its reasonable best efforts: (1) to avoid the entry of any Restraint; and (2) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date). (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Purchaser and the Company shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly 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 Laws Law or otherwise to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside DateAgreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals or waivers approvals, orders and authorizations from third partiesall Governmental Bodies and make all necessary registrations, declarations and filings with all Governmental Bodies, that are necessary to consummate the Offer and the Merger; provided, however, that in no event shall all obligations of the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company Purchaser and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect relating to the MergerFinancing shall be governed exclusively by Section 5.15, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawsnot this Section 5.5. (c) In furtherance of Upon the covenants of terms and subject to the parties contained conditions set forth in this Section 7.5 Agreement, Parent shall take all action necessary or required to cause Purchaser and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Offer (iincluding payment for Shares accepted for payment) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging and the Merger as violative of any Antitrust Law, each of upon the parties hereto shall use reasonable best efforts terms and subject to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything conditions set forth in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the CompanyAgreement. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participate.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions herein provided, each of Parent, Merger Sub, Merger LLC and the Company and their respective Subsidiaries shall use its their reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as reasonably practicable the Merger and the other transactions contemplated by this Agreement or related to the Transaction Documents and the other Transaction DocumentsNew Governance Agreement (including the satisfaction, as promptly as practicable and but not waiver, of the closing conditions set forth in any event prior to Article VI). Notwithstanding the Outside Dateforegoing, including (i) the obtaining each of all necessary actions or nonactionsParent, waiversMerger Sub, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities Merger LLC and the making of all necessary registrations and filings in connection therewith, and (ii) using its Company shall use their reasonable best efforts to obtain consents of all Governmental Authorities and Third Parties necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of consummate the transactions contemplated by this Agreement under any Contract. (b) The Company or related to the Transaction Documents and Parent the New Governance Agreement. Each Party hereto shall (i) as reasonably practicable and advisable file (or cause make an appropriate filing, if necessary, pursuant to be filed) any and all required pre-merger notification and report forms under the HSR Act (or any other Competition Law) with respect to the Merger, transactions contemplated by or related to the Transaction Documents and (ii) make, the New Governance Agreement as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall after the date of this Agreement (and, which filing to the extent required, applicable shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if availableperiod) and shall respectively supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act (or any other Competition Law). Without limiting the foregoing, (a) each Party and its respective controlled Affiliates shall not extend (or take any action with the effect of extending) any waiting period or comparable period under the HSR Act (or any other Competition Law) or enter into any agreement with any Governmental Authorities not to consummate the transactions contemplated hereby or by any of the other Transaction Documents and the New Governance Agreement, except with the prior written consent of the other Parties hereto, (b) the Parties agree to use their reasonable best efforts to cause satisfy the expiration closing condition set forth in Section 6.1(c) and to defend any Actions by any Governmental Authority challenging this Agreement or termination any of such waiting periodsthe other Transaction Documents or that would otherwise prevent or delay the consummation of the transactions contemplated hereby or thereby (including the transactions contemplated by the New Governance Agreement), (c) Parent, Merger Sub and shall supply Merger LLC agree to take (and Parent’s, Merger Sub’s and Merger LLC’s “reasonable best efforts” with respect to the Antitrust Division satisfaction of the United States Department of Justice or closing condition set forth in Section 6.1(b) shall expressly include the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreementtaking of), and each party hereto shall diligently pursuecause their respective controlled Affiliates to take, the approval of all actions that are necessary or as may be required by any Governmental Authority of to obtain any authorization or consent from a Governmental Authority required filings or applications under Antitrust Laws. (cto satisfy the closing condition set forth in Section 6.1(b) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than on or prior to the Outside Drop Dead Date); provided, that neither Parent nor the Company that, (i) any such actions shall be required to take any action under this Section 7.5 that would materially impact Parent’s or conditioned on the Company’s expected benefits resulting from consummation of the Transactions. Notwithstanding anything Closing and (ii) nothing in this Agreement shall require Parent to the contrary, the Company and its Subsidiaries shall not be obligated to take enter into or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets modifications to any of the Company. terms and conditions of any of the Transaction Documents or the New Governance Agreement, and (d) Parent and the Parties agree to the matters set forth on Section 5.6 of the Company shall cooperate and consult with each other in connection with the Disclosure Letter. Prior to making of all filings, notifications, communications, submissions, and any other actions pursuant application to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, filing with any Governmental Authority in connection with the Transactions unless it consults with transactions contemplated by or related to this Agreement, each Party will (a) provide the other party in advance and, to the extent not prohibited by such Governmental Authority, gives Party with any information or documents that the other party Party may reasonably require to prepare any such application or filing, and (b) provide the other Party with drafts thereof and afford the other Party a reasonable opportunity to attend and participatecomment on such drafts. For purposes of this Section 5.6, the term “Governmental Authority” shall include NASDAQ.

Reasonable Best Efforts. (a) Each of Parent, the Company and their respective Subsidiaries Parent shall cooperate with and assist the other party, and shall use its reasonable best efforts efforts, to promptly (i) take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement hereby as soon as practicable, including preparing and the other Transaction Documents, filing as promptly as practicable and in any event prior all documentation to the Outside Date, including (i) the obtaining of effect all necessary actions or nonactionsfilings, waiversnotices, consentspetitions, clearancesstatements, approvalsregistrations, submissions of information, applications and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewithother documents, and (ii) using obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Governmental Entity, that are necessary, proper or advisable to consummate the Merger and other transactions contemplated hereby in the most expeditious manner practicable, but in any event before the Termination Date. Except as otherwise expressly contemplated hereby, each of the Company and Parent shall not, and shall cause its Subsidiaries not to, take any action or knowingly omit to take any action within its reasonable best efforts control where such action or omission would, or would reasonably be expected to, result in (A) any of the conditions to obtain all necessary consents, approvals the Merger set forth in Article 6 not being satisfied prior to the Termination Date or waivers from third parties; provided, that (B) a material delay in no event shall the Company, satisfaction of such conditions. Neither Parent nor the Company will directly or their respective Subsidiaries be required to pay indirectly extend any fee, penalty waiting period under the HSR Act or other consideration Regulatory Laws or enter into any agreement with a Governmental Entity to any third party for any consent delay or approval required for the consummation of not to consummate the transactions contemplated by this Agreement under any Contractexcept with the prior written consent of the other, which consent shall not be unreasonably withheld in light of closing the transactions contemplated by this Agreement on or before the Termination Date. (b) The Company In furtherance and Parent not in limitation of the foregoing, each party hereto shall (i) as reasonably practicable make an appropriate filing of a Notification and advisable file (or cause Report Form pursuant to be filed) any and all required pre-merger notification and report forms under the HSR Act Act, apply for early termination thereunder and make appropriate filings under all other applicable Regulatory Laws with respect to the Merger, and (ii) make, transactions contemplated hereby as promptly as practicable after the date of this Agreement (but in no event shall such Notification and advisableReport Form be filed more than 10 days after the date of this Agreement), (ii) supply as promptly as practicable any appropriate filings with other Governmental Authorities, if necessary or advisable, additional information and documentary material that may be requested pursuant to the HSR Act and any other Antitrust Law. The Company applicable Regulatory Laws and Parent shall (and, to the extent required, shall cause its Affiliates toiii) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts take all other actions necessary to cause the expiration or termination of such the applicable waiting periods, periods under the HSR Act and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission any other applicable Regulatory Laws as promptly soon as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawspracticable. (c) In furtherance of the covenants of connection with this Section 5.4, the parties contained in this Section 7.5 hereto shall (i) if cooperate in all respects with each other in connection with any administrative filing, submission, investigation or judicial action inquiry, (ii) promptly inform the other party of any communication received by such party from, or proceedinggiven by such party to, including the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, is instituted in each case, regarding any of the transactions contemplated hereby, (iii) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or threatened written materials to be instituted) challenging submitted to, the Merger as violative of DOJ, the FTC or any Antitrust Lawother Governmental Entity or, each in connection with any proceeding by a private party, any other Person, in connection with any of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacatedtransactions contemplated hereby, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (iiiv) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in advance of any meeting, discussion, telephone call or conference with the DOJ, the FTC or any other Governmental Entity or, in connection with the making of all filingsany proceeding by a private party, notifications, communications, submissionswith any other Person, and to the extent not expressly prohibited by the DOJ, the FTC or any other actions pursuant Governmental Entity or Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case, regarding any of the transactions contemplated hereby. The parties hereto may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.5, and, subject to applicable legal limitations 5.4 as “Outside Counsel Only”. Such materials and the instructions information contained therein shall be given only to the outside legal counsel of any Governmental Authoritythe recipient and will not be disclosed by such outside counsel to employees, Parent and officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the CompanyParent, as the case may be, ) or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactionsits legal counsel. Subject to applicable Law relating Notwithstanding anything to the exchange of informationcontrary in this Section 5.4, Parent and the Company shall permit counsel for materials provided to the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials its counsel may be redacted (i) to remove references concerning the valuation of SpinCo the Company and its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement will require or information concerning obligate Parent or any of its Affiliates to (and in no event shall any representation, warranty or covenant of Parent contained in this Agreement be breached or deemed breached as a result of the Transaction Processfailure of Parent to take any of the following actions) (i) agree to or otherwise become subject to any limitations on (A) the right of Parent effectively to control or operate its business (including the business of the Company and its Subsidiaries) or assets (including, except as and to the extent provided in the last parenthetical in clause (ii), the assets of the Company and its Subsidiaries), (B) the right of Parent to consummate the Merger, or proposals from third parties with respect thereto(C) the right of Parent to exercise full rights of ownership of its business (including the business of the Company and its Subsidiaries) or assets (including, except as and to the extent provided in the last parenthetical in clause (ii), the assets of the Company and its Subsidiaries), or (ii) as necessary agree or be required to comply with contractual agreementssell, and license or otherwise dispose of, hold (iii) as necessary to address reasonable privilege through the establishment of a trust or confidentiality concerns. otherwise), or divest itself of, or limit its rights in, all or any portion of the business, assets or operations of Parent and or any of its Affiliates or the business of the Company agree not to participate and its Subsidiaries or any of the assets of the Company and its Subsidiaries (other than a portion of the business or assets of the Company and its Subsidiaries that is not, in any pre-scheduled meeting or discussionthe aggregate, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, material to the extent not prohibited by such Governmental AuthorityCompany and its Subsidiaries, gives the other party taken as a reasonable opportunity to attend and participatewhole).

Reasonable Best Efforts. (a) Each Subject to applicable law and to the terms and conditions herein provided for, each of Parent, the Company and their respective Subsidiaries shall parties hereto agrees to use its reasonable best efforts to promptly take, or cause to be taken, all actionsappropriate action, and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement; provided, however, that nothing in this Agreement and (other than as expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the other Transaction DocumentsOffer open beyond the expiration date set forth in the Offer (as it may be extended from time to time). Without limiting the foregoing, as promptly as practicable and in any event prior to the Outside Date, including (i) each of the obtaining of all necessary actions or nonactionsCompany, waivers, consents, clearances, approvals, Parent and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using Purchaser shall use its reasonable best efforts to obtain all necessary make promptly any required submissions under the HSR Act which the Company or Parent determines should be made, in each case, with respect to the Offer, the Merger or the Stockholder Tender Agreement and the transactions contemplated hereby and thereby and (ii) Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from third parties; provided, that in no event shall other parties to loan agreements or other contracts or instruments material to the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for 's business in connection with the consummation of the transactions contemplated by this Agreement under and (B) in promptly making any Contractsuch filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (In the event that any action, suit, proceeding or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect investigation relating hereto or to the Mergertransactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, defend vigorously against it and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Lawsrespond thereto. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything Nothing in this Agreement to the contraryshall obligate Parent, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, Purchaser or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect affiliates to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted agree (i) to remove references concerning limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the valuation of SpinCo or information concerning the Transaction ProcessShares), or proposals from third parties with respect theretoto divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any of its Subsidiaries or (ii) as necessary to comply with contractual agreements, and limit in any manner whatsoever the ability of such entities (iiiA) as necessary to address reasonable privilege conduct their respective businesses or confidentiality concerns. Parent and own such assets or properties or to conduct the businesses or own the properties or assets of the Company agree not and its Subsidiaries or (B) to participate in any pre-scheduled meeting control their respective businesses or discussion, either in person, by video conference, operations or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with businesses or operations of the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend Company and participateits Subsidiaries.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, including the Company last sentence of Section 8.02(d), Lafite and Tempranillo shall (and shall cause their respective Subsidiaries shall to) each use its their reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, doing all things reasonably necessary, proper or advisable under Applicable Law to (i) obtain all necessary actions, waivers, registrations, permits, authorizations, orders, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable Laws waiting periods, and make all necessary registrations and filings (including filings with Governmental Authorities, if any) and take all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authorities, in order to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, Transactions as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, End Date and (ii) using deliver required notices or any necessary additional instruments to, and obtain required consents, waivers or any additional instruments necessary from, Third Parties in order to consummate the Transactions as promptly as practicable and in any event prior to the End Date. (b) In furtherance and not in limitation of the undertakings pursuant to this Section 8.02, each of Tempranillo and Lafite shall (i) prepare and file any notification and report forms and related material required under the HSR Act and any other applicable Antitrust Laws with respect to the Transactions (if any), and any additional filings or notifications and related material that are necessary, proper or advisable to permit consummation of the Transactions, as promptly as reasonably practicable (but in no event later than ten (10) Business Days from the date of this Agreement for the filing of the notification and report forms and related material required under the HSR Act), (ii) provide or cause to be provided as promptly as reasonably practicable any information and documentary material that may be requested by the DOJ or FTC under the HSR Act or by other Governmental Authorities under applicable Antitrust Laws (if any) and (iii) promptly take such actions as are necessary or advisable to obtain prompt expiration or termination of any applicable waiting period or other approval of consummation of the Transactions by the DOJ or FTC or other applicable Governmental Authorities. (c) Subject to Applicable Law and the requirements of applicable Governmental Authorities, Lafite and Tempranillo and their respective counsel shall, in connection with efforts referenced in Section 8.02(a) and Section 8.02(b), (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private person, (ii) to the extent legally permissible, have the right to review in advance, and each shall consult the other on, any material filing made with, or written materials to be submitted to, any Governmental Authority in connection with the Transactions and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the Transactions, (iii) promptly inform each other of any material communication (or any other material correspondence or memoranda) received from, or given to, the DOJ or the FTC or any other applicable Governmental Authority and (iv) where legally permissible, promptly furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect to the Transactions. In furtherance of the foregoing and subject to Applicable Law and the requirements of Governmental Authorities, Lafite and Tempranillo shall (with respect to any in-person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), and (with respect to any other telephonic discussion or meeting), provide the other party and its counsel with advance notice of and the opportunity to participate in any material discussion or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions. Lafite and Tempranillo may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.02 as “Antitrust Counsel Only Material.” Notwithstanding anything to the contrary in this Section 8.02, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of Lafite and its Subsidiaries and as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) In furtherance of the undertakings of Tempranillo pursuant to Section 8.02(a) and Section 8.02(b), Tempranillo and Lafite (if requested by Tempranillo), along with their respective Subsidiaries, shall use their reasonable best efforts to obtain all clearance under any applicable Antitrust Laws so as to enable the parties hereto to consummate the Transactions as promptly as practicable, and in any event prior to the End Date, which shall include using reasonable best efforts to propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, disposition, license or other disposition of such of its and its Subsidiaries’ assets, properties or businesses or of the assets, properties or businesses to be acquired by Tempranillo pursuant hereto, and enter into such other arrangements, as are necessary consentsor advisable in order to avoid the entry of, approvals and the commencement of litigation seeking the entry of, or waivers from third parties; providedto effect the dissolution of, any injunction, temporary restraining order or other Order in any Proceeding by a Governmental Authority or any other Person under Antitrust Laws that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Lafite shall not, unless requested to do so by Tempranillo, commit to or effect any action contemplated in the immediately preceding sentence. Notwithstanding the foregoing provisions of this Section 8.02(d) or any other provision of this Agreement, in no event shall the Company, Parent Tempranillo or their respective any of its Subsidiaries be required to pay take or agree to (nor shall Lafite or any feeof its Subsidiaries be permitted to take or agree to unless Tempranillo so directs them (and they shall, penalty if Tempranillo so directs, take or agree to, so long as such agreements are conditioned upon the Closing)) any action, concession or undertaking (i) unless such action, concession or undertaking is conditioned on the Closing or (ii) to the extent it would constitute or result in, or would reasonably be expected to constitute or result in, individually or in the aggregate, a Substantial Detriment. (e) Notwithstanding the foregoing provision of Section 8.02(d) or any other provision of this Agreement, in the event that any permanent or preliminary injunction or other consideration order is entered or becomes reasonably foreseeable to be entered in any third party for proceeding that would make consummation of the Transactions hereby in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Transactions, each of Lafite and Tempranillo shall use its reasonable best efforts necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement unless, by mutual agreement, Lafite and Tempranillo decide that litigation is not in their respective best interests. Each of Lafite or any consent of its Subsidiaries or Tempranillo or any of its Subsidiaries, or their respective Affiliates shall not acquire (whether via merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any assets of or any equity in any other Person or any business or division thereof, or take any other action, if that action, acquisition or agreement would reasonably be expected to (i) materially increase the risk of not obtaining approval required for under the Antitrust Laws or the expiration or termination of any waiting period in connection with the Antitrust Laws; (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement under Agreement, or materially increase the risk of not being able to remove any Contract. such order on appeal or otherwise; or (biii) The Company and Parent shall prevent or materially delay (iA) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination receipt of any applicable waiting periods approval under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the CompanyRegistration Statement being declared effective. (df) Parent Each of Lafite and the Company Tempranillo shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection withwith respect to the appropriate strategy relating to any matters relating to the Antitrust Laws, including with respect to any proposed notifications filings, notifications, submissions and communications with or filings and any substantive written communications or submissions to any Governmental AuthorityAuthority and the nature and timing of any divestitures or other remedial undertakings made for purposes of securing any required approvals under the Antitrust Laws; providedprovided that, that materials may be redacted (i) notwithstanding any other provisions of this Agreement to remove references concerning the valuation contrary, Tempranillo shall, on behalf of SpinCo or information concerning the Transaction Processparties, or proposals from third parties control and direct all aspects of the parties’ efforts with respect theretoto the HSR Act and other applicable Antitrust Laws with respect to the Transactions, (ii) as necessary to comply with contractual agreementsincluding having principal responsibility for devising, implementing, and (iii) making the final determination as necessary to address reasonable privilege such appropriate strategy, and shall have the right, in its sole discretion, to determine the nature and timing of any such divestitures or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, remedial undertakings to the extent any such divestitures or other remedial undertakings would be conditioned upon and only be effective after the Closing. Lafite shall cooperate in good faith with Tempranillo and Merger Sub in the parties’ efforts to obtain any clearance, approval, waiver or expiry or early termination of any applicable waiting periods with respect to any Antitrust Laws. Notwithstanding the foregoing provisions this Section 8.02(f) or any other provision of this Agreement, Tempranillo shall not prohibited by such Governmental Authoritypull and re-file any notice under the HSR Act, gives without the other party a reasonable opportunity to attend and participateexpress prior approval of Lafite.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company and their respective Subsidiaries shall each party will use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly soon as practicable and in any event prior to after the Outside Datedate hereof, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsapplications, waiversnotices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and expirations authorizations necessary or terminations of waiting periods, advisable to be obtained from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for and/or any consent or approval required for Governmental Entity in order to consummate the consummation Merger and each of the other transactions contemplated by this Agreement under any Contract. and the Parent Recapitalization Agreement and (bii) The Company taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and Parent shall (i) as reasonably practicable approvals. In furtherance and advisable file (or cause not in limitation of the foregoing, each party hereto agrees to be filed) any make an appropriate filing of a Notification and all required pre-merger notification and report forms under Report Form pursuant to the HSR Act and any other Regulatory Law with respect to the Merger, and (ii) make, transactions contemplated hereby as promptly as practicable after the date hereof and advisable, to supply as promptly as practicable any appropriate filings with other Governmental Authorities, if necessary or advisable, additional information and documentary material that may be requested pursuant to the HSR Act and any other Antitrust Law. The Company Regulatory Law and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such the applicable waiting periodsperiods under the HSR Act as soon as practicable. (b) To the extent permissible under applicable law or any rule, regulation or restriction of a Governmental Entity, each of Parent and the Company shall, and shall supply cause its respective Subsidiaries to, in connection with the efforts referenced in Section 5.3(a) to obtain all requisite material approvals, clearances and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the United States Department of Justice or (the United States "DOJ"), the Federal Trade Commission as promptly as reasonably practicable (the "FTC") or any other Governmental Entity and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings material communication received or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained given in this Section 7.5 (i) if any administrative or judicial action or proceeding, including connection with any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of in each case regarding any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacatedtransactions contemplated hereby, lifted, reversed or overturned any decree, judgment, injunction(iii) permit the other party, or the other orderparty's legal counsel, whether temporaryto review any communication given by it to, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other in advance of any meeting or conference with, the DOJ, the FTC or any such other Governmental Entity or, in connection with the making of all filingsany proceeding by a private party, notifications, communications, submissions, and with any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations Person and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for (iv) give the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateparticipate in such meetings and conferences. For purposes of this Agreement, "Regulatory Law" means the Xxxxxxx Act, as amended, Council Regulation No. 4064/89 of the European Community, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (i) foreign investment or (ii) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement, the Company Mondavi and Constellation will use their respective Subsidiaries shall use its reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws this Agreement or Applicable Law to consummate the transactions contemplated by this Agreement, including the Merger, as soon as practicable, including (i) preparing and make effective filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger and or any of the other transactions contemplated by this Agreement and the other Transaction Documents, (ii) taking reasonable steps as promptly as practicable and in any event prior may be necessary to the Outside Date, including (i) the obtaining of obtain all necessary actions or nonactionssuch consents, waivers, consentslicenses, clearancesregistrations, permits, authorizations, orders and approvals. Without limiting the generality of the foregoing, each of Mondavi and expirations or terminations of waiting periods, from Governmental Authorities and the making of Constellation agrees to make all necessary registrations and filings in connection therewithwith any approvals, and (ii) using its reasonable best efforts to obtain all necessary filings consents, approvals orders or waivers from third parties; providedwaiting periods of any Governmental Authority which, that if not obtained in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for connection with the consummation of the transactions contemplated by this Agreement under any Contract. hereby, would reasonably be expected to have a Material Adverse Effect on Mondavi or Constellation (b) The Company and Parent shall (i"APPROVALS") as reasonably promptly as practicable after the date of this Agreement, and advisable file (to use its reasonable efforts to furnish or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) makefurnished, as promptly as practicable practicable, all information and advisable, documents requested with respect to such Approvals and shall otherwise cooperate with the applicable Governmental Authorities in order to obtain any appropriate filings with other Governmental AuthoritiesApprovals in as expeditious a manner as possible. Each of Mondavi and Constellation shall use its reasonable efforts to resolve such objections, if necessary or advisableany, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in may assert with respect to this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent Agreement and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other transactions contemplated hereby in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to Approvals. In the event that a suit is instituted by a Person or Governmental Authority challenging this Section 7.5, and, subject to applicable legal limitations Agreement and the instructions transactions contemplated hereby as violative of any Governmental Authorityapplicable antitrust or competition laws, Parent each of Mondavi and Constellation shall use its reasonable efforts to resist or resolve such suit. Mondavi and Constellation each shall, upon request by the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactionsother, including promptly furnishing furnish the other with copies all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may reasonably be necessary or advisable in connection with any statement, filing, request, notice or application made by or on behalf of notices or other communications received by Parent and the CompanyMondavi, as the case may be, Constellation or any of their respective Subsidiaries or Affiliates, from subsidiaries to any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with and/or any Governmental Authority in connection with the Transactions unless it consults with Merger or the other party in advance and, to the extent not prohibited transactions contemplated by such Governmental Authority, gives the other party a reasonable opportunity to attend and participatethis Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of Parentthis Agreement and the fiduciary responsibilities of the Board of Directors of the Company, each of the Company Company, Parent and their respective Subsidiaries shall Sub agrees to use its reasonable best efforts to promptly cause the consummation of the Merger to occur as soon as practicable. Without limiting the foregoing, (i) each of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions, actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Merger (which actions shall include furnishing all information required under the HSR Act and to in connection with approvals of or filings with any other Governmental Entity) and shall promptly do, or cause to be done, and to assist and cooperate with the and furnish information to each other in doing, all things reasonably necessary, proper connection with any such requirements imposed upon any of them or advisable under applicable Laws to consummate and make effective any of their Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using each of the Company, Parent and Sub shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain all necessary consents(and shall cooperate with each other in obtaining) any consent, approvals authorization, order or waivers from approval of, or any exemption by, any Governmental Entity or other public or private third parties; providedparty required to be obtained or made by Parent, that Sub, the Company or any of their Subsidiaries in no event shall connection with the CompanyMerger or the taking of any action contemplated thereby or by this Agreement. In connection with any action to be taken by Parent, Parent the Company or their any of its respective Subsidiaries be required to pay any fee, penalty consummate the Merger or the other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceedingAgreement, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required not, without Parent's prior written consent, commit to take any action under this Section 7.5 that would materially impact Parent’s divestiture of assets or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, businesses of the Company and its Subsidiaries if such divested assets and/or businesses are material to the assets or profitability of the Company and its Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries shall not be obligated required to divest or hold separate or otherwise take or agree or commit to take any action (A) that is not conditioned on the Closingmaterially limits its freedom of action with respect to, or (B) that relates its ability to retain, the Company or any retained business of the businesses or assets of Parent or that would have a Material Adverse Effect on Parent or the Company. (db) Parent hereby agrees to use its reasonable best efforts to arrange and complete the Company shall cooperate and consult with each other in connection with the making of all filingsFinancing including, notifications, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the exchange of information, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or information concerning the Transaction Process, or proposals from third parties negotiate definitive agreements with respect thereto, thereto and (ii) as necessary to comply with contractual satisfy all conditions applicable to Parent and Sub in such definitive agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and will keep the Company agree not informed at all times with respect to participate in any pre-scheduled meeting or discussionthe status of its efforts to arrange and complete the Financing, either in personincluding, by video conference, or by telephonewithout limitation, with respect to the occurrence of any Governmental Authority event which Parent believes may have a materially adverse effect on the ability of Parent to obtain the Financing. In the event Parent is unable to arrange or complete any portion of the Financing in the manner or from the sources originally contemplated, Parent will use its reasonable best efforts to arrange any such portion from alternative sources. The Company hereby agrees to use its reasonable best efforts to assist Parent to arrange and complete the Financing, including to satisfy all conditions applicable to the Company in connection therewith; provided that the Company shall not be obligated to incur any monetary obligations or expenditures in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateassistance.

Reasonable Best Efforts. (a) Each Subject to the other terms and conditions of this Agreement, each of the Company, Parent, the Company Bid Sub and their respective Subsidiaries Merger Sub shall (and Parent shall cause Bid Sub and Merger Sub to) use its respective reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective this Agreement, the Merger Agreement and applicable Law to, as promptly as reasonably practicable following the date of this Agreement, obtain the Transaction Approvals, and each of the Company and Parent agrees to promptly and jointly determine what authorizations, Orders or approvals under applicable antitrust or competition laws of any country, are advisable and warranted (the “Additional Antitrust Approvals”). In furtherance and not in limitation of the foregoing, each of the Company and Parent agrees to make, as promptly as reasonably practicable following the date of this Agreement and in any event not later than (i) January 17, 2017, the appropriate filings and notifications required by the HSR Act and (ii) February 22, 2017, the appropriate filings and notifications required by all other Transaction Approvals and Additional Antitrust Approvals and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested under such requirements. The Company and Parent will each request early termination of the waiting period with respect to the Transactions under the HSR Act. Subject to Section 7.3(d), the Company, Parent, Bid Sub and Merger Sub shall (and Parent shall cause Bid Sub and Merger Sub to) use commercially reasonable efforts to obtain all other third party consents required in connection with the Transaction. (b) To the extent permissible under applicable Law and in each case regarding the Transactions or any of the other transactions contemplated by this Agreement and the Merger Agreement, each of the Company and Parent shall, in connection with the efforts referenced above to obtain the Transaction Approvals from Governmental Entities, to the extent legally permitted, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) promptly inform the other party of any substantive communication received by such party from, or given by such party to, any Governmental Entity and of any substantive communication received or given in connection with any proceeding by a private party; (iii) give the other party, or the other party’s legal counsel, reasonable opportunity, in advance of the transmission thereof, to review and comment on any substantive communication (and shall address or include, as applicable, in such communication comments reasonably proposed by the other party) given by it to, and consult with each other in advance of any meeting, conference or substantive communication with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person; and (iv) unless prohibited by a Governmental Entity or other Person, give the other party and its legal counsel the opportunity to attend and participate in such meetings, conferences and substantive communications. Each of the Company and Parent shall furnish to the other copies of all substantive filings, submissions, correspondence and communications from or with any Governmental Entity (or any other Person in connection with any proceeding initiated by a private party) in connection with the Transactions and the other transactions contemplated by this Agreement and the other Transaction Documents, as promptly as practicable and in any event prior to the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated by this Agreement under any Contract. (b) The Company and Parent shall (i) as reasonably practicable and advisable file (or cause to be filed) any and all required pre-merger notification and report forms under the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust LawMerger Agreement. The Company and Parent shall (andmay, as each deems advisable and necessary, reasonably designate material provided to the extent requiredother party as “Outside Counsel Only Material,” and may redact the material as necessary to (A) remove references concerning valuation, shall cause its Affiliates to(B) request early termination of any comply with contractual arrangements, (C) address legal privilege or other confidentiality concerns, or (D) comply with applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust LawsLaw. (c) In furtherance of the covenants of the parties contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company shall be required to take any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (and in no event shall the Company and its Subsidiaries shall not be obligated or any Subsidiary of the Company agree to take or agree or commit to without the prior written consent of Parent) take any action action, including entering into any consent decree, hold separate order or other arrangement, that (Ai) that is not conditioned on requires the Closingdivestiture, sale, transfer or (B) that relates to licensing of any retained business assets, businesses or assets properties of any of the Company. (d) Parent and the Company shall cooperate and consult with each other in connection with the making of all filings, notificationsParent, communications, submissions, and any other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and the instructions of any Governmental Authority, Parent and the Company shall keep each other apprised on a current basis of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices Bid Sub or other communications received by Parent and the Company, as the case may be, Merger Sub or any of their respective Subsidiaries (other than assets, businesses or Affiliatesproperties that are de minimis in the aggregate to Parent and its Subsidiaries taken as a whole after giving effect to the Transactions) or (ii) limits Parent’s freedom of action with respect to, or its ability to retain, any assets or businesses of the Company, Parent, Bid Sub or Merger Sub or any of their respective Subsidiaries (other than assets, businesses or properties that are de minimis in the aggregate to Parent and its Subsidiaries taken as a whole after giving effect to the Transactions) (any such requirement in the foregoing clauses (i) or (ii), individually or together with all other such requirements, a “Burdensome Regulatory Action”). (d) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any necessary approval or consent from any third party or any Person (other than a Governmental Authority Entity) with respect to such the Transactions. Subject to applicable Law relating to the exchange , neither Parent or any of information, Parent and its Subsidiaries nor the Company or any of its Subsidiaries shall permit counsel for pay or commit to pay to such Person whose necessary approval or consent is being solicited any amount of cash or other consideration, make any commitment or incur any liability or other obligation due to such Person, in each case, without the other party reasonable opportunity to review in advance, and consider in good faith the views prior written consent of the other party party. (e) Nothing in connection with, this Section 7.3 shall in any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted (i) to remove references concerning way limit the valuation rights of SpinCo or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company agree not to participate in any pre-scheduled meeting under Section 7.4 or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participateArticle IX.

Reasonable Best Efforts. (a) Each of ParentSubject to the terms and conditions herein provided, the Company Purchaser and their respective Subsidiaries shall NSAC agree to use its all reasonable best efforts to promptly take, or cause to be taken, all actions, actions and to promptly do, or cause to be done, and to assist and cooperate with the other in doing, all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the Merger and the other transactions contemplated by this Agreement and Agreement, including, but not limited to: (a) making all necessary applications and/or filings with the other Transaction Documents, FCC as promptly soon as practicable and but in any no event prior to later than 7 days from the Outside Date, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvalsdate hereof, and expirations or terminations thereafter obtaining FCC approval of waiting periods, the license assignment contemplated hereby and any other Consents from Governmental Authorities and the making of all necessary registrations and filings in connection therewith, and (ii) using its reasonable best efforts to obtain all necessary consents, approvals or waivers from other third parties; provided, that in no event shall the Company, Parent or their respective Subsidiaries be required to pay any fee, penalty or other consideration to any third party for any consent or approval parties required for the consummation of the transactions contemplated by this Agreement under any Contract.hereby; and (b) The Company making all necessary filings under the H-S-R Act within 30 days of the date hereof. Upon the terms and Parent subject to the conditions hereof, each of Purchaser and NSAC shall (i) as reasonably practicable and advisable file (use its reasonable best efforts to take, or cause to be filed) any taken, all actions and to do, or cause to be done, all required pre-merger notification and report forms under things necessary to satisfy the HSR Act with respect to the Merger, and (ii) make, as promptly as practicable and advisable, any appropriate filings with other Governmental Authorities, if necessary or advisable, pursuant to any other Antitrust Law. The Company and Parent shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the Antitrust Laws (if available) and shall respectively use their reasonable best efforts to cause the expiration or termination of such waiting periods, and shall supply to the Antitrust Division conditions of the United States Department of Justice or the United States Federal Trade Commission as promptly as reasonably practicable and advisable any additional information or documents Closing set forth herein, provided that may be requested pursuant to any Law or by any of them. No party hereto shall take any action without the other party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and each party hereto shall diligently pursue, the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (c) In furtherance of the covenants of the parties nothing contained in this Section 7.5 (i) if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, each of the parties hereto shall use reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the Merger on or before the Outside Date and (ii) Parent and the Company each shall use reasonable best efforts to take such further action as may be necessary to avoid or eliminate promptly each impediment under any Antitrust Law so as to enable the Closing to occur as promptly as practicable (and in any event no later than the Outside Date); provided, that neither Parent nor the Company Agreement shall be construed to require Purchaser or NSAC to accept any term or condition or restriction required to take or imposed by any action under this Section 7.5 that would materially impact Parent’s or the Company’s expected benefits resulting from the Transactions. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries shall not be obligated to take or agree or commit to take any action (A) that is not conditioned on the Closing, or (B) that relates to any retained business or assets of the Company. (d) Parent and the Company shall cooperate and consult with each other Government Authority in connection with the making governmental approvals being sought for the transactions contemplated hereby, except for any terms, conditions or restrictions that are of all filingsan administrative or ministerial nature. In addition, notifications, communications, submissions, each of Purchaser and any NSAC will notify the other actions pursuant to this Section 7.5, and, subject to applicable legal limitations and promptly upon the instructions receipt of any Governmental Authority, Parent comments from any government officials and the Company shall keep each other apprised on a current basis of the status of matters relating any request by government officials for amendments or supplements to the completion of the Transactions, including any regulatory filing or for additional information and will promptly furnishing supply the other with copies of notices or other communications received by Parent and the Company, as the case may be, all correspondence between such party or any of their respective Subsidiaries or Affiliatesits representatives, from any third party or any Governmental Authority on the one hand, and the government officials, on the other hand, with respect to such Transactionsthe regulatory filing. Subject Purchaser will not take any action that would cause the last sentence of Section 3.3 to applicable Law relating be untrue at any time prior to the exchange of informationClosing, Parent and the Company shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any substantive written communications or submissions to any Governmental Authority; provided, that materials may be redacted unless such action would not (i) result in an adverse effect on Purchaser's qualifications to remove references concerning be a holder of the valuation of SpinCo LMDS Licenses or information concerning the Transaction Process, or proposals from third parties with respect thereto, (ii) as necessary to comply with contractual agreements, and (iii) as necessary to address reasonable privilege or confidentiality concerns. Parent and otherwise adversely affect the Company agree not to participate in any pre-scheduled meeting or discussion, either in person, by video conference, or by telephone, with any Governmental Authority in connection with consummation of the Transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party a reasonable opportunity to attend and participatetransactions contemplated hereby.