Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other 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 and (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. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (ai) Subject to Seller and Buyer shall cooperate and shall, and Seller shall cause each of the terms Transferred Entities to, and conditions of this AgreementBuyer shall cause its Affiliates to, each party will and Buyer shall use its reasonable best efforts to takecause the Majority Stockholders to, use their respective reasonable best efforts to take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, 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 transactions contemplated by this Agreement as soon promptly as practicable after the date hereofreasonably practicable, including including, (ix) preparing and filing or otherwise providing, in consultation with the other party and as promptly as reasonably practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, reports and other documents filings and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permitswaivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Government Entity in order to consummate the Merger transactions contemplated by this Agreement, and (y) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement by the Termination Date; provided, however, that Buyer shall not, and shall cause its Affiliates not to, 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 merger filing relevant to the transaction contemplated under this Agreements in order to present the 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 cause the Transferred Entities to, and Buyer shall cause its Affiliates, and Buyer shall use its reasonable best efforts to cause the Majority Stockholders to, make as promptly as reasonably practicable all filings and submissions required under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested 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 the contrary, in connection with obtaining the approval of any Government Entity to the Closing, neither Buyer nor any of its Affiliates and neither Seller nor any of 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 other Transactions 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 (ii) taking all steps as may be necessaryreasonably cooperate with one another in connection with determining a mutually acceptable manner of dealing with any related Property and assets, and, subject to the limitations standards set forth in (ii) above, take all reasonable action in connection therewith, including by agreeing on appropriate risk sharing. (iv) Notwithstanding anything set forth in this Section 6.8Agreement to the contrary, Buyer shall take all actions necessary to obtain all such waiting period expirations eliminate prior to the Termination Date any Buyer Regulatory Impediment (or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders any element of clause (i) thereof that would prevent the consummation of the transactions 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 approvalsEquity Rights to strategic investors. (b) In connection with and without limiting Seller, on the foregoing, each of the parties shall give any required notices to third partiesone hand, and each of Buyer, on the parties shall useother hand, and cause each of their respective Subsidiaries and Affiliates to useshall, upon request by the other, furnish the other with all information concerning itself, its reasonable best efforts to obtain any third party consents that are necessarySubsidiaries, proper Affiliates, associates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings prospectus, proxy statement or submissions with any Governmental Entity and will cooperate in responding other statement, filing, notice or application made to any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making third party and/or 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 Government Entity in connection with the Merger transactions contemplated by this Agreement. (c) Except as prohibited by applicable Law and except as prohibited by any Government Entity, Seller and Buyer shall keep each other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other Transactionswith copies of notices or other communications received by such party, except or any of its Affiliates, and in the case of Buyer any notices or other communications received by a Majority Stockholder and furnished to Buyer, from any third party and/or any Government Entity with respect to the transactions contemplated by this Agreement, except, (i) in the case of, Seller, Seller may redact any portion of such notices or other communications related to any business of Seller and its Affiliates other than those conducted by the Transferred Entities, and (ii) in the case of Buyer, Buyer may redact any portion of such notices or other communication related to anything that confidential competitively sensitive business information may be redacted from is not related to such exchangestransactions. To the extent reasonably practicable, none None of the parties shall, nor shall they permit their any of its respective officers or any other Representatives to, or agents to participate independently in any meeting or engage in any substantive conversation with any Governmental Government Entity in respect of any filingfilings, investigation or other inquiry without giving relating to the transactions contemplated by this Agreement unless it gives prior notice and consults with the other party prior notice of such meeting or conversation in advance and, to the extent permitted by applicable Lawsuch Government Entity, without giving gives the other parties party the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parentthereat. 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 obtain 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 consentsdocuments 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) Subject to Each of Parent, the terms Company and conditions of this Agreement, each party will 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 to consummate and make effective the Merger and the other Transactions transactions contemplated by this Agreement and the other Transaction Documents, as soon promptly as practicable after and in any event prior to the date hereofOutside Date, 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 obtaining of all necessary applicationsactions or nonactions, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminationswaivers, consents, clearances, waivers, licenses, orders, registrations, approvals, permitsand expirations or terminations of waiting periods, from Governmental Authorities and authorizations the making of all necessary or advisable to be obtained from any third party and/or any Governmental Entity registrations and filings in order to consummate the Merger or any of the other Transactions connection therewith, and (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. (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, 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 consents that are necessary, proper 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 consummate 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. Each 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 parties will furnish 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 such necessary information party’s consent that could reasonably be expected to adversely affect or materially delay (including by entering into a timing agreement), and reasonable assistance as each party hereto shall diligently pursue, the other may request in connection with the preparation approval of any Governmental Authority 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityapplications 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 obtaining the making of all filings, notifications, communications, submissions, and any approval 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 consent other communications received by Parent and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, from any Person third party or any Governmental Authority with respect to such Transactions. Subject to applicable Law relating to the Mergerexchange of information, neither the Company nor any Subsidiary of Parent and the Company shall pay 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 commit to pay filings and any substantive written communications or submissions to any Person whose approval Governmental Authority; provided, that materials may be redacted (i) to remove references concerning the valuation of SpinCo or consent is being solicited 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 cash 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 considerationparty in advance and, make any accommodation or commitment or incur any liability or to the extent not prohibited by such Governmental Authority, gives the other obligation party a reasonable opportunity to such Person without the prior written consent of Parent. The parties shall cooperate to obtain such consentsattend and participate.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of MCK, Echo Holdco and the Company shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate the Merger and the other Transactions as soon as practicable after the date hereofTransactions, 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, with any Governmental Authority or other third party all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and to obtain as promptly as practicable (ii) obtaining and maintaining all waiting period expirations or terminationsapprovals, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, authorizations and authorizations necessary or advisable other confirmations required to be obtained from any Governmental Authority or other third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions and (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. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each Transactions. (b) In furtherance and not in limitation of the parties will furnish foregoing, each such Party hereto shall (i) to the extent required by the HSR Act, 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 advisable, and in any event within 14 Business Days of the date hereof or any other such necessary date mutually agreed upon by the Parties, (ii) use reasonable best efforts to make an appropriate filing pursuant to any foreign antitrust Applicable Law with respect to the Transactions 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, the Antitrust Civil Process Act or any other antitrust Applicable Law and (iv) use their reasonable assistance 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 Party, regardless of whether such Party or any of its Affiliates is required to file a Notification and Report Form pursuant to the HSR Act with respect to the Transactions. (c) The Parties understand and agree that the reasonable best efforts of the 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 Company’s business (including 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) as are necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or to avoid a suit by a Governmental Authority seeking to enjoin the Transactions pursuant to any Antitrust Law, provided that no Party shall be required to agree to any conditions, commitments or restrictions that, individually or in the aggregate, would reasonably be expected to materially adversely impact the assets, business, expected results of operation or financial condition of the Company. Notwithstanding anything to the contrary in this Agreement, neither MCK, nor the Company, nor the Echo Parties or any of their Affiliates shall be required to divest, transfer, sell, or otherwise dispose of or hold separate (or agree to do any of the foregoing), any business, asset or any portion thereof, whether or not to be contributed to the Company. (d) In connection with the efforts required under this Section 5.07, each such Party shall (i) cooperate in all respects with each other may request Party 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 submission and in connection with any investigation, inquiry or proceeding under any applicable Antitrust Law, (ii) keep each other Party reasonably informed of the Merger and status of matters related to the Transactions contemplated by this Agreement, including furnishing the other TransactionsParties with any written notices or other communications received by such Party from, except that confidential competitively sensitive business information may be redacted from or given by such exchanges. To Party to, the extent reasonably practicableFederal Trade Commission (the “FTC”), none the Antitrust Division of the parties shallDepartment 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, nor shall they in each case regarding any of the Transactions contemplated hereby; and (iii) permit their respective Representatives the other Party to review any communication given by it to, participate independently and consult with each other in advance of any meeting or engage conference with, the FTC, the DOJ or any other Governmental Authority under or in any substantive conversation connection with any Governmental Entity in respect of any filingapplicable Antitrust Laws, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, and to the extent permitted by the FTC, the DOJ or such other applicable LawGovernmental Authority or other Person, without giving give the other parties party the opportunity to attend or and participate (whether by telephone or in person) such meetings and conferences in any such meeting accordance with such Governmental EntityAntitrust Law. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or pursuant to any contract or agreement to consummate the Merger and the other 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, 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, 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 and 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 approvalsapprovals 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 purposes of this Agreement. (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 any third party consents that are necessary, proper or advisable to consummate the MergerMerger and the other Transactions. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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, 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person with respect to the MergerMerger and the other Transactions, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents. (d) Except as described in this Agreement or in Section 6.8 of the Parent Disclosure Letter, in connection with obtaining any approval or consent from any Person with respect to the Merger and the other Transactions, neither the Parent nor any Subsidiary of Parent shall 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 prior written consent of the Company.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the Merger and the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, including including, but not limited to, (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, obtaining all documentation to effect all necessary applications, notices, petitions, filings, Consents from Governmental Authorities 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 parties required for the consummation of the Merger and the transactions contemplated 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 the other Transactions Purchaser) and (ii) taking timely making all steps as may be necessary, necessary filings under the HSR Act. Upon the terms and subject to the limitations in this Section 6.8conditions hereof, the Company agrees to obtain use reasonable best efforts to take, or cause to be taken, all such waiting period expirations actions and to do, or terminationscause to be done, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsall things necessary to satisfy the other conditions to Closing set forth herein. (b) In The Company agrees to inform Purchaser regularly, and 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 without limiting the foregoingtransactions 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, each the "Consent Notice Date") following public announcement of the parties 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 give any required notices have up to third parties, and each including the date (the "Decision Date") which is ten business days following the later of the parties date of its receipt of such written notice and the Consent Notice Date 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 useterminate without any action by any party hereto in accordance with Section 7.1(g) hereof. Notwithstanding any such waiver of material Consents, and cause each of their respective Subsidiaries and Affiliates if Purchaser has not so terminated this Agreement, the Company shall continue to use, use its reasonable best efforts to actually obtain any third party consents that are necessary, proper or advisable the Waived Consents pursuant to consummate the Merger. Each of the parties will furnish Section 4.5(a) up 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental EntityClosing Date. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject Each of the parties agrees to the terms and conditions of this Agreement, each party will use its reasonable best efforts promptly to take, or cause to be taken, in good faith, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other 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 and (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. (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 any third party consents that are necessary, proper or advisable to consummate and make effective the Mergertransactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including 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 (including all Third-Party Consents). (b) Each party shall use its reasonable best efforts to prepare or cause to be prepared 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 applications, notices or other filings proposed to be made with respect to the transactions 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. (c) Without limiting the generality of the foregoing, each of Seller and Purchaser will as promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file with the FTC and the DOJ the notification and report form required for the transactions contemplated hereby and any 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 additional supplemental information filed by such party after the date of the parties original filing, will be in substantial compliance with the requirements of the HSR Act. Seller and Purchaser shall each furnish to the other such necessary information and reasonable assistance as the other may request in connection with the its preparation of any required filings filing or submissions submission that is necessary under the 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 each use its reasonable best efforts to comply promptly with any Governmental Entity such inquiry or request. Seller and Purchaser will cooperate in responding each use its reasonable best efforts to any inquiry from a Governmental Entity, including promptly informing cause the other parties of such inquiry, consulting in advance before making any presentations expiration 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 early termination of the parties will consult waiting period required under the others on, all the information relating HSR Act as a condition to the other purchase and each sale of their Affiliates that appears in Shares under this Agreement and shall use reasonable best efforts to defend against 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 action of the parties shallFTC or the DOJ to enjoin such purchase and sale and to satisfy any conditions imposed or to avoid the imposition thereof, nor shall they permit their respective Representatives toby the FTC or DOJ, 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityas applicable. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided for, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective, in the Merger most expeditious manner practicable, the 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 Transactions as soon as practicable after the date hereofnothing in this Agreement shall obligate Parent, including Sub or any of their respective Subsidiaries or affiliates to agree (i) preparing and filing to limit in any manner whatsoever or otherwise providingnot to exercise any rights of ownership of any securities (including the Shares), in consultation with or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the other party and as promptly as practicable and advisable after business, assets or properties of 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 Company or any of the other Transactions and its Subsidiaries or (ii) taking all steps as may be necessary, subject to limit in any manner whatsoever the limitations in this Section 6.8, ability of such entities (A) to obtain all conduct their respective businesses or own such waiting period expirations assets or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders properties or to conduct the businesses or own the properties or assets of the Company and approvals. its Subsidiaries or (bB) 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 parties Company, Parent and Sub 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, use its reasonable best efforts to obtain make promptly any third party consents that are necessaryrequired submissions under the HSR Act which the Company and Parent and Sub determines should be made, proper or advisable in each case, with respect to consummate the Offer, the Merger. Each of , 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 other parties will furnish to loan agreements or other contracts or instruments material to the other such necessary information and reasonable assistance as the other may request Company's business in connection with the preparation 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 required filings antitakeover statute, regulation or submissions with charter provision that is or shall become applicable to the transactions contemplated hereby (except, in the case of any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing such approval or action by the other parties Board 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 Directors 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 andCompany, to the extent permitted 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 Lawlaw). 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 giving the 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 parties the opportunity consideration in order to attend or participate (whether by telephone or in person) in obtain any such meeting with 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 Governmental Entitynecessary action. (cb) In connection with obtaining the event that any approval action, suit, proceeding or consent from any Person with respect investigation relating hereto or to the Mergertransactions contemplated hereby is commenced, neither whether before or after the Company nor any Subsidiary of Effective Time, the Company shall pay or commit parties hereto agree to pay cooperate and use their reasonable best efforts 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 prior written consent of Parent. The parties shall cooperate to obtain such consentsdefend vigorously against it and respond thereto.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement (including Section 6.02), each party will of the parties shall use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner reasonably practicable, the Offer, the Merger and the other Transactions as soon as practicable after the date hereofTransactions, including 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 obtaining of all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations actions or terminations, consents, clearancesnonactions, waivers, licenses, orders, registrations, approvals, permits, consents and authorizations approvals from Governmental Entities and the making of all necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate registrations and filings and the Merger or any taking of the other Transactions and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all such waiting period expirations or terminations, necessary consents, clearancesapprovals or waivers from third parties, waivers(iii) the defending of any lawsuits or other legal proceedings, licenseswhether judicial or administrative, registrationschallenging this Agreement or the consummation of the Transactions, permitsincluding 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, authorizationshowever, orders and approvals. that Parent shall not be required to consent to any action described in paragraph (ba) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, each of Parent, Sub, the parties Company and the Company Board shall give any required notices (A) take all action necessary 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 any third party consents ensure that are necessary, proper no state takeover statute or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings similar statute or submissions with any Governmental Entity and will cooperate in responding regulation is or becomes applicable to any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making Transaction or this Agreement and (B) if any presentations state takeover statute or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings similar statute or communications between either party and any Governmental Entity with respect regulation becomes applicable to this Agreement. To , take all action necessary to ensure that the extent reasonably practicableOffer, the parties Merger 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 Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and each otherwise to minimize the effect of their Affiliates that appears in any filing made withsuch statute or regulation on the Offer, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions. (b) The Company shall give prompt notice orally and in writing to Parent, except and Parent or Sub shall give prompt notice orally and in writing to the Company, of any failure of any condition to the Offer set forth in Annex 1 or any condition to the Merger set forth in Article 8; provided, however, that confidential competitively sensitive business information may be redacted from no such exchanges. To notification shall affect the extent reasonably practicablerepresentations, none warranties, covenants or agreements 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, conditions to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary obligations of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consentsunder this Agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable Laws to consummate cause the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and conditions to Closing to be satisfied as promptly as practicable and advisable after to consummate and make effective, in the date hereofmost expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and to obtain as promptly as practicable all waiting period expirations (including any required or terminationsrecommended filings under applicable Antitrust Laws), 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 and (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 terminationsapprovals, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders authorizations and approvals. (b) In connection with and without limiting the foregoing, each of the parties shall give other confirmations from 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 any third party consents that are Governmental Authority necessary, proper or advisable to consummate the Merger. Each Transactions; provided that in no event shall Parent or Merger Sub or any of their respective Affiliates be required by this Section 6.4 or any other provision of this Agreement to (A) license, divest, dispose of or hold separate any material portion of the parties will furnish 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, 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 action or agree to any limitation that is not conditioned on the consummation of the 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 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 the Antitrust Laws, provided that such necessary information action is conditioned on the consummation of the Merger and reasonable assistance as does not reduce the other may request amount or delay the payment of the Offer Price or Merger Consideration payable in connection with the preparation 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) In furtherance and not in limitation of the foregoing, the Company and Parent shall each use its reasonable best efforts (x) to 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, 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 use reasonable best efforts to otherwise minimize the effect of such applicable Law on the Transactions. (c) Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to (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 party and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any required filings material communication received by such party from, or submissions given by such party to any Governmental Authority, and of any material communication received or given in connection with any Governmental Entity and will cooperate proceeding by a private party, in responding each case regarding any of the Transactions. Subject to any inquiry from a Governmental Entityapplicable Law relating to the exchange of information, including promptly informing the other parties each 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 hereto shall have the right to review in advance advance, and to the extent practicable each of the parties will consult the others other on, all the information relating to the other parties and each of their Affiliates 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 Entity Authority in connection with the Merger and the other Transactions; provided, except however, that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shallmay designate certain of such filings, nor or certain information contained therein, as being provided on an “outside counsel basis” only. No party hereto shall they permit their respective Representatives to, independently participate independently in any meeting or engage in any substantive conversation discussion with any Governmental Entity Authority in respect of any filingsuch filings, investigation applications, investigation, or other inquiry without giving the other party parties hereto prior notice of such the meeting or conversation and, to the extent permitted by applicable Lawthe relevant Governmental Authority, without giving the other parties the opportunity to attend or and participate (whether by telephone or in person) in which, at the request of any such meeting with such Governmental Entityof the parties, shall be limited to outside antitrust counsel only). (cd) In connection with obtaining any approval 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 consent from any other Person with respect to the MergerTransactions. Without limiting any other provision hereof, neither the Company nor any Subsidiary of Parent and the Company shall pay each use its reasonable best efforts to (i) avoid the entry of, or commit 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 any Person whose approval or consent 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 being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without of the prior written consent essence in respect of Parenttheir compliance with this provision. The parties shall cooperate Parent and its Affiliates have no reason to obtain such consentsbelieve 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) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper necessary to comply promptly with all legal requirements that may be imposed on such party with respect to the Transactions and shall promptly cooperate with and furnish information to each other party in connection with any such requirements imposed upon such party or advisable under applicable Laws to consummate any of its Subsidiaries in connection with the Merger and the other Transactions as soon as practicable after the date hereofTransactions, including (i) preparing and filing or otherwise providing, in consultation with the other party promptly and as promptly as practicable and advisable after the date hereof, fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and (including the filing required to obtain as promptly as practicable German Antitrust Approval) and (ii) obtain all waiting period expirations or terminationsapprovals, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, authorizations and authorizations necessary other confirmations from any Governmental Authority or third party necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order by them to consummate the Merger or any Transactions, including, without limitation, the landlord consents listed on Section 3.3(c) of the other Transactions and (ii) taking all steps 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 may be necessary, subject to of 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 approvalsEffective Time. (b) In furtherance and not in limitation of the 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 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. (c) Each of the parties hereto shall use its reasonable best efforts to (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 without limiting in connection with any investigation or other inquiry by or before a Governmental Authority relating to the foregoingTransactions, 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 any material communication received by such party from, or given by such party to, the German Federal Cartel Office (Bundeskartellamt) or any other Governmental Authority, in each case regarding any of the Transactions, and shall furnish the other party with copies of all such communication. Subject to applicable Laws relating to the exchange of information, 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 hereto shall have the right to review in advance advance, and to the extent practicable each of the parties will consult the others other on, all the information relating to the other parties and each of their Affiliates 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 Entity Authority in connection with the Merger 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 resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Transactions, 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 other TransactionsCompany agrees to provide Parent as promptly as practicable with such assistance as Parent reasonably requests for the purposes of filing such notification and, except if such notification is made, each party agrees to supply as promptly as practicable any additional information and documentary material that confidential competitively sensitive business information may be redacted from such exchangesrequired or requested by the German Federal Cartel Office (Bundeskartellamt) and use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 5.3 necessary to obtain German Antitrust Approval. To Without limiting any other provision hereof, Parent and the extent reasonably practicableCompany 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 parties shall, nor Company or the Surviving Corporation (or any of their subsidiaries or Affiliates) shall they permit their respective Representatives to, participate independently in any meeting event be required to hold separate or engage in otherwise agree to any substantive conversation with any Governmental Entity in respect material restrictions on, sell, divest or dispose of any filingassets or businesses, investigation including any assets or other inquiry without giving the other party prior notice of such meeting or conversation andbusiness to be acquired pursuant to this Agreement, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval under any Laws that may be asserted by any U.S. federal, state, local or consent from foreign antitrust or competition Governmental Authority. (e) Parent and Merger Sub (i) shall not permit any Person with respect material amendment or material modification to be made to the MergerEquity Commitment Letter, neither or 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 nor any Subsidiary 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 the Equity Commitment Letter that are within their control or the control of the Company their Affiliates, and (iii) shall 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 prior written consent of Parent. The parties shall cooperate use their reasonable best efforts to obtain such consentsand consummate the Equity Financing contemplated thereunder as promptly as practicable (and in any event prior to the Effective Time).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws, rules and regulations and otherwise to consummate and make effective the Merger transactions contemplated by this Agreement and shall use its reasonable best efforts to obtain all necessary actions or non-actions, extensions, waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or governmental or public bodies or authorities that are necessary or desirable in connection with the other Transactions as soon as practicable 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 its outside counsel, that any such action could reasonably be expected to be a breach of the date hereofdirectors' fiduciary duties under applicable law. The Company will cooperate with Parent and Subsidiary in supplying all information reasonably requested in connection with any due diligence investigation by Parent or its lenders. Notwithstanding the foregoing, including 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) preparing and filing to sell or otherwise providinghold separate or agree to sell, in consultation with the other party and as promptly as practicable and advisable divert or discontinue or to limit, before or after the date hereofEffective Time any assets, all documentation to effect all necessary applicationsbusinesses or interest in any assets or businesses of Parent, 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 Company or any of their respective affiliates (or to consent to any sale or agreement to sell or discontinuance or limitation by Parent or the other Transactions and Company, as the case may be, of any of its assets or business) or (ii) taking all steps as may be necessaryto agree to any conditions relating to, subject 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 limitations economic or business benefits to such party of the transactions contemplated by this Agreement. In furtherance and not in limitation of the covenants of the parties contained in this Section 6.86.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (bbe instituted) In connection with and without limiting the foregoingchallenging any transaction contemplated by this Agreement as violative of any antitrust law, each of the parties shall give any required notices to third parties, cooperate in all respects with each other and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, use its reasonable best efforts to obtain contest and resist any third party consents that are necessary, proper such action or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 Entityproceeding, and supplying each to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other with copies of all material correspondenceorder, filings whether temporary, preliminary or communications between either party permanent, that is in effect and that prohibits, prevents or restricts any Governmental Entity with respect to transaction contemplated by 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 resolve any filing made with, challenge or written materials submitted to, objection raised by 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 governmental authority 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityprivate party. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, and subject at all times to each party Party’s and its directors’ duty to act in a manner consistent with their fiduciary duties, each Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws Law promptly to consummate the Merger and the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, including (i) preparing preparing, executing 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, reports and other documents filings and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, 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 and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the other Transactions foregoing, to the extent applicable, 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) requested by any Governmental Antitrust Entity or (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. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each permit consummation of the parties will furnish transactions contemplated by this Agreement, and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.5 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. (b) In furtherance and not in limitation of the covenants of the Parties contained in Section 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 other such necessary information and reasonable assistance as the other may request in transactions contemplated hereby under any antitrust Law. In connection with the preparation 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 any transaction contemplated by this Agreement as violative of any required filings antitrust Law, each of Company Y and Company T shall cooperate with each other to contest and resist any such action or submissions with proceeding and to use their reasonable best efforts to have vacated, lifted, reversed or overturned any Governmental Entity decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and will cooperate in responding to any inquiry from a Governmental Entitythat prohibits, including promptly informing prevents or restricts consummation of the other parties of transactions contemplated by this Agreement, so long as such inquiry, consulting in advance before making any presentations actions by Company Y or submissions to a Governmental EntityCompany T do not have, and supplying each other with copies of all material correspondenceare not reasonably likely to have, filings individually or communications between either party in the aggregate, a Company T Material Adverse Effect or a Company Y Material Adverse Effect; provided, however, that Company T may expressly condition any such actions and any Governmental Entity with respect agreement to this Agreement. To take any such actions upon the extent reasonably practicable, the parties and their Representatives shall have the right to review in advance and each consummation 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entitytransactions contemplated hereby. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Parent, on the 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 its reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the 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 free to vote such Common Units and Class B Units in Parent’s sole discretion) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable 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 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 will 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 takentaken (including by their respective Subsidiaries), all other actions and consistent with this Section 6.4 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of any applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and HSR Act as promptly as practicable (and advisable after in any event no later than 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 and (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 approvalsOutside Date). (bc) In connection with and without limiting the foregoing, each Each of the parties shall give any required notices to third partieshereto shall, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to useto, use its reasonable best efforts to obtain (i) cooperate in all respects with each other party in connection with any third party consents that are necessary, proper filing or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request submission with a Governmental Authority 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 Entitytransactions contemplated hereby, including promptly informing by providing the other parties of such inquiry, consulting in advance before making any presentations or submissions party a reasonable opportunity to a Governmental Entityreview and comment thereon, 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 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 prior notice of such meeting or conversation and, (and supply to the extent permitted other party) any written communication received by applicable Lawsuch party from, without giving or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other parties the opportunity to attend Governmental Authority and any material written communication received or participate (whether by telephone or given in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from proceeding by a private Person, in each case regarding any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parenttransactions contemplated hereby. The parties shall cooperate take reasonable efforts to obtain such consentsshare 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) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to make an appropriate filing of a Notification and 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 and Affiliates, to use 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 conditions of this Agreementexcept 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 party will use its their reasonable best efforts to to: (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other 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 reasonably practicable; (ii) obtain from any Governmental Entity or any other documents and to obtain as promptly as practicable all waiting period expirations or terminations, third party any consents, clearanceslicenses, permits, waivers, licenses, orders, registrations, approvals, permitsauthorizations, or orders and authorizations necessary or advisable send any notices, in each case, which are required to be obtained from any third party and/or any Governmental Entity in order to consummate obtained, made or sent by the Merger Company or the Parent or any of the other Transactions and (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. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation authorization, execution and delivery of any required filings or submissions with any Governmental Entity this Agreement 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 consummation of the parties will consult the others on, all the information relating to the other and each of their Affiliates Transactions; provided 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, therewith none of the parties shallCompany or its Subsidiaries will be required to (nor, 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 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, make all necessary filings and notifications, and thereafter make any other submissions and applications with respect to this Agreement and the Transactions required under any applicable statute, law, rule or regulation; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The parties Company and the Parent shall cooperate with each other in connection with the making of all such filings, submissions, applications and requests. The Company and the Parent shall each use their reasonable best efforts to obtain such consentsfurnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or request to be made pursuant to the rules and regulations of any applicable statute, law, rule or regulation in connection with the Transactions. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.8(b) shall modify, limit or otherwise affect their respective rights and responsibilities under Section 6.8(a).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.4(d)), each of the 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 to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to 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, (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 will necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties. (b) 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 takentaken (including by their respective Subsidiaries), all other actions and consistent with this Section 5.4 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of the applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions HSR Act as soon as practicable after (and in any event no later than the date hereofOutside 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 transactions contemplated hereby, including 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) preparing and cooperate in all respects with each other in connection with any filing or otherwise providingsubmission with a Governmental Authority in connection with the transactions contemplated hereby 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, (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 Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in consultation each case regarding any of the transactions contemplated hereby, (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the 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 the Governmental Authority or other Person, give the other party the opportunity to attend and participate 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 advisable after in any event no later than the date hereof, all documentation to effect all necessary applications, notices, petitions, filingsOutside 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 documents and provision of this Agreement, MLP shall not, without Parent’s prior written consent, commit to obtain as promptly as practicable all waiting period expirations any divestiture transaction or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permitsagree to any restriction on its business, and authorizations necessary 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 advisable (ii) require Parent to be obtained from offer, accept or agree to (A) dispose or hold separate any third party 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 any Governmental Entity (C) restrict the manner in order to consummate the Merger which, or whether, Parent, MLP or any of their Subsidiaries may carry on business in any part of the other Transactions and (ii) taking all steps as may world; provided, however, that Parent shall be necessaryrequired to offer, subject 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 this Section 6.8the aggregate, immaterial to obtain all such waiting period expirations the businesses, operations and/or assets of MLP, Parent 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 (provided that, in the case of Parent and Affiliates 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 usethe current size of MLP and its Subsidiaries, its reasonable best efforts 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 obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each result in a loss (other than an immaterial loss) of the parties will furnish reasonably expected benefits 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 Parent 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entitytransactions contemplated hereby. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries 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 actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the Merger and most expeditious manner reasonably practicable, the other Transactions as soon as practicable after the date hereofTransactions, including (iA) 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 applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and (B) executing and delivering any additional instruments necessary to consummate the Transactions, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or 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 are necessary, proper or advisable to avoid any 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 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 (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 would or would reasonably be expected to result, individually or 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 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 Burdensome Condition. (b) Subject to the terms and conditions of this Agreement, the 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 Takeover Law become applicable to any of the 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) Without limiting the general applicability of Section 5.05(a), Parent shall, in consultation and cooperation with the Partnership and as promptly as practicable following the date of this Agreement, file all appropriate documents, forms, filings or submissions with the Governmental Authorities set forth in Section 6.01(b) of the Partnership Disclosure Schedule in order to obtain the Required Regulatory Approvals identified in such Section 6.01(b). Any such filings shall be in material compliance with the requirements of applicable Law. Each of the parties shall, in connection with the 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 any documents, forms, filings or submissions contemplated by the first sentence of this Section 5.05(c), (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, 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, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Authority, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or substantive conversation, (C) in the 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 permitted by applicable Law or such Governmental Authority, 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 expirations under any applicable Antitrust Law or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary enter into any agreement with a Governmental Authority to delay in any material respect or advisable to be obtained from any third party and/or any Governmental Entity in order not to consummate the Merger or any of the other Transactions and (ii) taking all steps as may Transactions, except with the prior written consent of the other parties hereto, which shall not be necessaryunreasonably withheld, subject to conditioned or delayed in the limitations in this Section 6.8, to obtain all context of seeking such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsa delay. (bd) In connection with and without limiting Notwithstanding anything to the foregoingcontrary herein, each of the parties Partnership and Parent shall give any required notices use commercially reasonable efforts to obtain the third partiesparty consents and approvals 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 shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Merger and the other Transactions transactions contemplated hereby as soon as practicable reasonably possible after the date hereofof this Agreement (and in any event no later than the Outside Date), 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 documents to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvalsauthorizations, permits, approvals 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 permits contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, subject necessary or advisable to the limitations in this Section 6.8, to make all necessary filings and obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, permits, authorizations, orders approvals and approvals. permits (b) including providing all necessary information and documentary material and providing personnel as necessary to attend any regulatory meetings, hearings or other proceedings). In connection with furtherance and without limiting not in limitation of the foregoing, each of the parties shall give Company, Parent and Merger Sub agrees to make, as promptly as reasonably practicable after the date of this Agreement and in any required notices to third parties, and each event within twenty-five (25) days of the parties shall usedate of this Agreement, (A) an appropriate filing of a Notification and cause each of their respective Subsidiaries Report Form pursuant to the HSR Act, (B) appropriate filings required by the Transaction Approvals and Affiliates (C) all other necessary filings with any other Governmental Entity with respect to use, the transactions contemplated hereby and to supply as promptly as practicable any additional information and documentary material that may be reasonably requested pursuant to such requirements and to use its reasonable best efforts to obtain any third party consents that are necessary, proper cause the expiration or advisable to consummate the Merger. Each termination of the parties 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 furnish each request early termination of the waiting period with respect to the other such necessary information Merger under the HSR Act. (b) To the extent permissible under applicable Law or any rule, regulation or restriction of any Governmental Entity, each of the Company, Parent and reasonable assistance as the other may request Merger Sub shall, in connection with the preparation efforts referenced above to obtain all requisite approvals, clearances and authorizations for the transactions contemplated hereby under the HSR Act or any other approval of any required filings or submissions a Governmental Entity (including the Transaction Approvals), use its reasonable best efforts to (i) cooperate in all respects with each other party in connection with any Governmental Entity filing or submission and will cooperate in responding to connection with any inquiry from a Governmental Entityinvestigation or other inquiry, including any proceeding initiated by any private party, (ii) keep the other parties apprised of the status of matters relating to completion of the transactions contemplated hereby and promptly informing inform the other parties of any communication received by such inquiryparty from, consulting in advance before making or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or 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 and of any material communication received or given in connection with respect any proceeding by any private party, in each case regarding any of the transactions contemplated hereby, (iii) permit the other parties, or the other parties’ legal counsel, to this Agreement. To review any filing, submission or other communication given by it to the extent reasonably practicableDOJ, the parties and their Representatives shall FTC or any other Governmental Entity or, in connection with any proceeding by any private party, with any other Person (it being understood that each party shall, without limitation, have the right to review in advance and each advance, subject to applicable Laws relating to the exchange of the parties will consult the others oninformation, all of the information relating to the other such party, and each any of their Affiliates that its respective Subsidiaries, which appears in any filing made with, or written 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 the Merger and the other Transactionsany proceeding by any private party, 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, Person and (v) to the extent permitted by applicable Lawsuch Governmental Entity or other Person, without giving give the other parties the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entitymeetings, conferences, conference calls, discussions and communications. (c) In connection with obtaining If any approval or consent from any Person objections are asserted with respect to the Mergertransactions 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, neither each of the Company nor Company, Parent and Merger Sub shall use its reasonable best efforts to resolve any Subsidiary 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 pay or commit not, and shall cause its Subsidiaries, directors, officers and employees not to, and shall use its reasonable best efforts to pay to cause its other Representatives not to, take any Person whose approval or consent is being solicited any cash or other considerationactions, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of Parent. The parties Parent (which consent shall cooperate not be unreasonably withheld or delayed)) which if undertaken would, individually or in the aggregate, reasonably be expected to obtain such consentshave (1) a Company Material Adverse Effect or (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 its Subsidiaries, would constitute a Company Material Adverse Effect) (clause (1) or (2), a “Regulatory Material Adverse Effect”).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of Parent, Merger Sub, and the Company shall, and shall cause their respective Subsidiaries to, and Parent shall use its reasonable best efforts to takecause its control persons under applicable Law to, or cause if applicable, use its reasonable best efforts to be taken, fulfill all actions conditions to Closing applicable to such party pursuant to this Agreement and to doconsummate and make effective, or cause to be donein the most expeditious manner reasonably practicable, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other Transactions as soon as practicable after the date hereofTransactions, including (i) preparing using reasonable best efforts to obtain all necessary, proper, or advisable Consents from Governmental Authorities and filing making all necessary, proper, 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, petitionsregistrations, filings, and other documents notices and using reasonable best efforts 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 and (ii) taking take all steps as may be necessary to 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, documents, or instruments necessary, subject proper, or advisable to consummate the limitations in Transactions, and to fully carry out the purposes of, this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsAgreement. (b) 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) obtain all Consents of Governmental Authorities necessary, proper, or advisable to consummate the Transactions and secure the expiration or termination of any applicable waiting period under the HSR Act and any other applicable Antitrust Laws, (ii) 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 connection with furtherance of and without limiting the foregoing, each of the parties shall give any required notices to third parties(i) Parent shall, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, use its reasonable best efforts to obtain cause each of its control persons under applicable Law, if applicable, to, file a “Form A” Acquisition of Control with the 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 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 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 with respect to the Transactions and requesting early termination of the waiting period under the HSR Act, within twenty (20) business days after the date hereof, (iv) Parent shall file an application with the Bermuda Monetary Authority within twenty (20) business days after the date hereof, (v) Parent shall, and shall use its reasonable best efforts to cause each of its control persons under applicable Law, if applicable, to, file a notification under section 178 of the Financial Services and Markets Act 2000 to the Prudential Regulation Authority and the Financial Conduct Authority within twenty (20) business days after the date hereof, (vi) Parent or, where appropriate, the Company 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 cause each of its control persons under applicable Law, if applicable, to, file a notification requesting the written consent of the Council as 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 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 party consents parties that are made by or on behalf of Parent or any of its control persons under applicable Law 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 shall include a description or plan that is consistent in all material respects with the Summary Business Plan, and 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 transactions contemplated by this Agreement that are inconsistent with the Summary Business Plan. All filing fees payable in connection with the foregoing shall be borne by Parent. (d) Each of the Company, Parent, and Xxxxxx Sub shall consult with one another with respect to the obtaining of all Consents of Governmental Authorities necessary, proper proper, or advisable to consummate the Merger. Each Transactions and each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental EntityCompany, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental EntityParent, and supplying each other with copies Merger Sub shall keep the others reasonably apprised on a prompt basis of the status of matters relating to such Consents. The Company shall supply all material correspondence, information reasonably requested by Parent to prepare any necessary filings or communications between either party and any Governmental Entity with respect to this Agreementmake a determination of what filings under the Antitrust Laws are necessary. To Parent and the extent reasonably practicable, the parties and their Representatives Company shall have the right to review in advance and, to the extent practicable, and subject to any restrictions under applicable Law, each of the parties will shall consult the others onother with respect to, 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 Authority or any third party in connection with the Merger 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, except including promptly furnishing each other copies of any written or electronic communication (redacted or on an outside counsel basis as necessary), and shall promptly advise each other when any such communication causes such party to believe that confidential competitively sensitive business information may there is a reasonable likelihood that any such Consent will not be redacted from obtained or that the receipt of any such exchangesConsent will be materially delayed or conditioned. To Parent, Merger Sub, and the extent reasonably practicableCompany shall not, none and shall cause their respective Affiliates not to, permit any of the parties shall, nor shall they permit their respective Representatives to, to participate independently in any live or telephonic meeting or engage in any substantive conversation with any Governmental Entity Authority (other than routine or ministerial matters) in respect of any filing, investigation investigation, or other inquiry without giving relating to the Transactions, unless, to the extent practicable, (i) it consults with the other party prior notice of such meeting or conversation in advance and, (ii) to the extent permitted by applicable LawLaw and by such Governmental Authority, without giving gives the other parties party the opportunity to attend and participate in such meeting. Notwithstanding the foregoing or participate 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 (whether 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 telephone entering into a customary joint defense agreement or in personcommon interest agreement with the requesting party, to the extent such an agreement would preserve the applicable privilege or protection) in any or (ii) such meeting 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 such Governmental Entityrespect to Tax matters. (ce) In connection with obtaining any approval or consent from any Person with respect Notwithstanding anything to the Mergercontrary contained in this Agreement, neither 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 nor 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 pay 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 commit any guaranty, keep-well, capital maintenance or similar arrangement, by Parent or any of its Affiliates (other than the Company and its Subsidiaries) to pay 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 Person whose approval 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 consent 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 being solicited 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 cash Contracts to which the Company or other considerationany 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, make any accommodation or commitment or incur any liability or other obligation to such Person however, that (A) without the prior written consent of Parent. The parties , the Company shall cooperate not (and shall cause its Subsidiaries not to) make any concessions to any such Persons in connection with their efforts to obtain such consentsconsents 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) Subject Each 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 of set forth in this Agreement, each party will of Purchaser, Parent and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws Law to consummate and make 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 as soon as practicable after the date hereofand (iii) obtain each consent, including authorization and/or approval (iif any) 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 required to be obtained from by such party pursuant to any third party and/or any Governmental Entity in order to consummate the Merger applicable Law or any of the other Transactions and (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. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request Material Contract 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 EntityTransactions; provided, including promptly informing the other parties of such inquiryhowever, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of that 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 obligations of the parties will consult the others onCompany, all the information Purchaser and Parent relating to the other 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 each such filing made, each such notice given 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 consent obtained by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of during the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consentsInterim Period.

Reasonable Best Efforts. (a) 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 one hand, and each party will 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, Parent’s obligations shall 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 (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent until the Effective Time or the termination of this Agreement, (A) 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 a Partnership Adverse Recommendation Change, (B) voting or causing to be voted all voting securities beneficially owned by Parent and such Subsidiaries and controlled Affiliates in KMP in favor of the KMP Merger at the KMP Unitholder Meeting and (C) voting or causing to be voted to the extent permitted under applicable Laws 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 KMR Merger at the KMR Shareholder Meeting, and to consummate and make effective, in the Merger and most expeditious manner practicable, the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, 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 applicationsfilings, notifications, notices, petitions, filingsstatements, registrations, submissions of information, applications 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 and (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. (b) In connection with and without limiting the foregoing, each of the parties shall give including 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.recommended filings

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws Law to consummate the Merger Transactions, including the Offer and the other Transactions Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, permits and authorizations necessary or advisable to be obtained from any third party and/or or any Governmental Entity in order to consummate the Merger or any of Transactions, including the other Transactions Offer and the Merger, and (ii) taking all steps as may be necessary, subject to the limitations in this Section 6.87.2, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) . In connection with furtherance and without limiting not in limitation of the foregoing, each Party agrees to (x) 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 within ten (10) Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly as reasonably practicable and advisable any additional information 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 parties shall give any required notices to third partiesapplicable 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 each to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested under any Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, none of the parties shall useParent, and cause each Purchaser or any of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any shall be 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 Entityto, and supplying each other with copies of all material correspondence, filings or communications between either party the Company may not and may not permit 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 Subsidiary 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent, become subject to, consent to or offer or agree to, or otherwise take any action 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 Company, the Surviving Company, Parent, Purchaser or any Subsidiary of any 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 of the foregoing in any manner or (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. (b) Each of Parent and the Company shall, in connection with obtaining all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the Transactions under the HSR Act or any other Antitrust Law contemplated by Section 7.2(a), but subject to the terms of Section 7.2(a), (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 other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other 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 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 other applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of Parent, Company or any of their respective Subsidiaries, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other 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 from 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 cooperate 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 consentsthird party consents (except, in the case of the Company, if requested by Parent and either (a) reimbursed or indemnified for by Parent or (b) subject to the occurrence of the Acceptance Time).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, including 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 obtaining of all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations actions or terminations, consents, clearancesnon-actions, waivers, licenses, orders, registrations, approvals, permits, consents and authorizations approvals from all Governmental Entities and the making of all necessary or advisable to be obtained from any third party and/or any registrations and filings (including filings with Governmental Entity in order to consummate Entities) and the Merger or any taking of the other Transactions and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all such waiting period expirations or terminations, necessary consents, clearancesapprovals or waivers from third parties, waivers(iii) the defending of any lawsuits or other legal proceedings, licenseswhether judicial or administrative, registrationschallenging this Agreement or the consummation of the transactions contemplated hereby, permitsincluding seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, authorizationsand (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary 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, orders and approvalswhich consent shall not be unreasonably withheld. (b) In connection with and without limiting the foregoing, each of the parties Each party 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 use all reasonable best efforts to obtain not take any third party consents that are necessaryaction, proper or advisable enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request be untrue or result in connection with the preparation a breach of any required filings or submissions with any Governmental Entity and will cooperate covenant made by it 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In Notwithstanding anything to the contrary contained in this Agreement, in connection with obtaining any approval filing or consent from any Person with respect submission required or action to the Merger, neither be taken by either Parent or the Company nor any Subsidiary of to effect the Offer, the Merger and to consummate the other transactions contemplated hereby, the Company shall pay not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to pay take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any Person whose approval of the businesses, product lines or consent is being solicited assets of Parent or any cash of its Subsidiaries or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of that otherwise would have a Material Adverse Effect on Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.5(d)), each of the 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 to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to 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), (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 will necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions 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. (b) 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 takentaken (including by their respective Subsidiaries), all other actions and consistent with this Section 5.5 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of any applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions HSR Act as soon as practicable after (and in any event no later than the date hereofOutside 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 transactions contemplated hereby, including 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) preparing and cooperate in all respects with each other in connection with any filing or otherwise providingsubmission with a Governmental Authority in connection with the transactions contemplated hereby, including by providing the other parties a reasonable opportunity to review and comment 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, (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 Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in consultation each case regarding any of the transactions contemplated hereby, (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the 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 the Governmental Authority or other Person, give the other party the opportunity to attend and participate 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 advisable after in any event no later than the date hereof, all documentation to effect all necessary applications, notices, petitions, filingsOutside Date, and other documents including offering, accepting and agreeing to obtain as promptly as practicable all waiting period expirations (A) dispose or terminationshold separate any part of MLP’s, consentsParent’s or their respective Subsidiaries’ businesses, clearancesoperations or assets (or a combination thereof), waivers(B) not compete in any geographic area or line of business, licensesand/or (C) restrict the manner in which, ordersor whether, registrationsParent, 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 MLP or any of the other Transactions and (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. (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 may carry on business in any third party consents that are necessary, proper or advisable to consummate the Merger. Each part of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding world. MLP shall not, without Parent’s prior written consent, commit to any inquiry from a Governmental Entitydisposal, 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 withhold separate, or written materials submitted toother restriction related to its or its Subsidiaries’ businesses, 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 operations 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityassets. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of Parent, Merger Sub, Merger LLC and the Company shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws to consummate the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and make effective as promptly as reasonably practicable and advisable after the date hereoftransactions contemplated by or related to the Transaction Documents to which such Party is a party (including the satisfaction, all documentation to effect all necessary applicationsbut not waiver, 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 and (ii) taking all steps as may be necessary, subject to the limitations Closing conditions set forth in this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsArticle VI). (b) In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent, Merger Sub, Merger LLC and the parties Company shall give any required notices to third parties, and each of the parties shall use, and cause each of use their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable of all Governmental Authorities and Third Parties necessary to consummate the Mergertransactions 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 parties will furnish initial waiting period under the HSR Act is no earlier than one year prior to the other such necessary information and reasonable assistance as the other may request Closing); provided, that in connection with the preparation of GCI Divestiture, any required filings or submissions with any Governmental Entity and will cooperate in responding such filing pursuant to any inquiry from a Governmental Entitythe HSR Act shall be made as promptly as reasonably practicable to permit the GCI Divestiture, including promptly informing the other parties of such inquiryany distributions to Company Stockholders, consulting in advance before making any presentations or submissions to a Governmental Entitybe completed as contemplated by this Agreement, 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 supply as promptly as practicable to the other appropriate Governmental Authorities any additional information and each of their Affiliates documentary material 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, requested pursuant to the extent permitted by applicable HSR Act (or any other Competition Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity). (c) In Each of the Parties hereto shall use its reasonable best efforts, subject to applicable Laws, to (i) cooperate in all respects with each other in connection with obtaining any approval filing or consent 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, including any proceeding initiated by a private party; (ii) 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 Person 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 Mergerforegoing or any other provision of this Agreement to the contrary, neither 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 nor any Subsidiary of the Company shall pay or commit to pay to any Person whose approval or consent is being solicited any cash or other considerationwill not, and will cause its Subsidiaries and Representatives not to, (A) make any accommodation proposal to, or commitment or incur (except to the extent required by Law) any liability or other obligation filings with, Governmental Authorities in respect of any matter related to the such Person required approvals without the prior written consent of Parent. The parties , 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 cooperate 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 such consentsresolve objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Combination; provided, 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 Subsidiaries, Affiliates or Representatives be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept or take any operational restriction, requirement or action, that is not conditional on the consummation of the Merger, and (ii) in no event shall Parent or any of its Subsidiaries, GCI Spinco, or the Company’s Representatives, be required to become subject to, consent to or offer or agree to, or otherwise take any action 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 Company, Parent, GCI Spinco, Company Representative or any Subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business of the Company, Parent, GCI Spinco, Company Representative or any Subsidiary of any of the foregoing in any manner or (C) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, Parent, GCI Spinco, Company Representative or any Subsidiary of any of the foregoing.

Reasonable Best Efforts. (a) The terms of the 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 extent required by applicable Law. (b) Subject to the terms and conditions of this Agreement, each party Party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to achieve satisfaction of the Conditions and to consummate the Merger Acquisition and make effective the other Transactions Transactions, as soon as practicable after the date hereof, including using reasonable best efforts in (i) preparing and filing or otherwise providingfiling, in consultation with the other party 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 Acquisition, Scheme, or any of the other Transactions and Transactions, (ii) taking the obtaining of all steps as may be necessary, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations necessary actions or terminations, consents, clearancesnon-actions, waivers, licensesconsents and approvals from Governmental Entities, registrationsincluding any required action or non-action from the applicable Governmental Entities under the Antitrust Laws, permitsthe DPA, authorizationsForeign Investment Laws, orders or other Laws related to the Regulatory Clearances and approvals. (biii) the contesting and defending of any Proceedings challenging this Agreement or the consummation of the Acquisition or any of the other Transactions, including (A) seeking to have any stay or temporary restraining order (or other Order) entered by any court or Governmental Entity vacated, reversed or terminated and (B) defending through litigation on the merits any claim asserted in court by any Person to avoid entry of, or to have vacated, reversed or terminated, any Order (whether temporary, preliminary or permanent) that would restrain or prevent Completion from occurring prior to the Outside Date. In connection with furtherance and without limiting not in limitation of the foregoing, each Party agrees to make, as promptly as reasonably practicable, (I) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, (II) a joint voluntary notice with the Committee on Foreign Investment in the United States in accordance with Section 721 of the parties Defense 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. (c) Each of Aon and WTW shall, in connection with the 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 other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication, inquiry 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, 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; provided, 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 each other in advance of 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 Person, give the other Party the opportunity to attend and participate in any meeting, telephone call or conference with the DOJ, 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 give use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the Transactions 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 otherwise dispose of any assets or businesses (including the requirement that any such assets or businesses be held separate)) (such actions, “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 notices to third partiestake, and neither WTW nor Aon shall take without the prior written consent of the other Party, such Disposition 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 the last sentence of this Section 8.2(e), Aon and WTW shall jointly develop, and each of the parties Parties shall useconsult and cooperate with one another, and cause 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 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 with the subject matter of this Section 8.2), and (ii) the defense and settlement of any action brought by or before any Governmental Entity 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 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 their respective Subsidiaries Aon and Affiliates to use, WTW shall use its reasonable best efforts to obtain any the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third party consents that are parties (other than Governmental Entities) necessary, proper or advisable to consummate for the Merger. Each consummation of the Transactions and to provide any notices to third parties will furnish required to be provided prior 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 EntityEffective Time; provided that, 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties the other Party, neither Party shall cooperate 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 consentsconsents 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 the Outside Date, or (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 timely and effectively notify, in accordance with all requirements under the International Traffic in Arms Regulations, the U.S. Department of State, Directorate of Defense Trade Controls (“DDTC”) of the Transaction. The Parties shall, at least sixty (60) days in advance of the Completion Date, submit or cause to be submitted to DDTC all information required by 22 C.F.R. § 122.4(b).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of Parent, Merger Sub and the Company shall, and shall cause their respective Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things 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, in the most expeditious manner reasonably practicable, the Merger and the other Transactions as soon as practicable after the date hereofTransactions, 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 using reasonable best efforts to obtain as promptly as practicable all waiting period expirations necessary, proper or terminationsadvisable Consents from Governmental Authorities and making all necessary, consents, clearances, waivers, licenses, orders, proper or advisable registrations, approvals, permits, filings and authorizations necessary or advisable notices and using reasonable best efforts to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions and (ii) taking take all steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain all such waiting period expirations Consents from any Governmental Authority (including under Insurance Laws and the HSR Act) and (ii) executing and delivering any additional agreements, documents 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 any third party consents that are instruments necessary, proper or advisable to consummate the Merger. Each Transactions and to fully carry out the purposes of the parties will furnish this Agreement. (b) Subject to the other such Section 6.04(e) and Section 6.04(f), each party hereto shall, and shall cause its Affiliates to, use reasonable best efforts to take any and all actions necessary information to avoid each and reasonable assistance as the other every impediment under any applicable Law that may request in connection with the preparation of any required filings be asserted by, or submissions with judgment, decree and order that may be entered 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 Authority with respect to this Agreement. To , the extent 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 parties following actions requested by any Governmental Authority, or necessary, proper or advisable to (i) obtain all Consents of Governmental Authorities necessary, proper or advisable to consummate the Transactions and their Representatives secure the expiration or termination of any applicable waiting period under the HSR Act, (ii) 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 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 with respect to the Transactions and requesting early termination of the waiting period under the HSR Act, within thirty (30) days after the date hereof, (vii) Parent shall file any pre-acquisition notifications on “Form E” or similar market share notifications to be filed in each jurisdiction where required by applicable Insurance Laws within thirty (30) days after the date hereof and (viii) Parent or the Company, as applicable, shall make any other necessary, proper or advisable registrations, filings and notices within sixty (60) days after the date hereof. All filing fees payable in connection with the foregoing shall be borne by Parent. (d) Each of the Company, Parent and Merger Sub shall consult with one another with respect to the 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 the others reasonably apprised on a prompt basis of the status of matters relating to such Consents. 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 of the parties will shall consult the others other 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 Authority in connection with the Merger 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, except 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 confidential competitively sensitive business information may there is a reasonable likelihood that any such Consent will not be redacted from obtained or that the receipt of any such exchangesConsent will be materially delayed or conditioned. To Parent, Merger Sub and the extent reasonably practicableCompany shall not, none and shall cause their respective Affiliates not to, permit any of the parties shall, nor shall they permit their respective Representatives to, to participate independently in any live or telephonic meeting or engage in any substantive conversation with any Governmental Entity Authority (other than routine or ministerial matters) in respect of any filingfilings, investigation or other inquiry without giving relating to the Transactions, unless it consults with the other party prior notice of such meeting or conversation in advance and, to the extent permitted by applicable LawLaw and by such Governmental Authority, without giving gives the other parties party the opportunity to attend and participate in such meeting. Notwithstanding the foregoing or participate 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 (whether 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 telephone entering into a customary joint defense agreement or in personcommon interest agreement with the requesting party to the extent such an agreement would preserve the applicable privilege or protection) in any or (ii) such meeting 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 such Governmental Entityrespect to Tax matters. (ce) In connection with obtaining any approval or consent from any Person with respect Notwithstanding anything to the Mergercontrary contained in this Agreement, neither 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 nor or any Subsidiary of the Company shall pay or commit agree 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 prior written consent of Parent. The parties shall cooperate ) take any action, including entering into any consent decree, hold separate order or other arrangement, that would, or would reasonably expected to obtain 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 consentsrequirement, individually or together with all other such requirements, a “Parent Burdensome Condition”).

Reasonable Best Efforts. (a) Subject to the terms and ----------------------- conditions of this Agreementherein provided, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, 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 transactions contemplated by this Agreement and the other Transactions as soon as practicable after Stockholder Agreement. Without limiting the date hereofgenerality of the foregoing, including Parent, Acquisition Sub, Sellers and the Company shall cooperate with one another (i) preparing in the preparation and filing or otherwise providingof the Offer Documents, the Schedule 14D-9, the Proxy Statement and any required filings in consultation connection with the Company Governmental Approvals, the Parent Governmental Approvals and any other party and as promptly as practicable and applicable laws; (ii) in determining whether action by or in respect of, or filing with, any Governmental Entity is required, proper or 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 terminationsany actions, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary waivers or advisable approvals are required to be obtained from parties to any third party and/or any Governmental Entity contracts, in order to consummate connection with the Merger or any of transactions contemplated by this Agreement and the other Transactions and Stockholder Agreement; (iiiii) in 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 any third party consents that are action reasonably necessary, proper or advisable to consummate the Merger. Each secure any necessary consents, approvals or waivers from third parties, including under existing debt obligations of the parties will furnish Company and its subsidiaries or to amend the notes, indentures or agreements relating to such existing debt obligations to the other extent required by such necessary information and reasonable assistance as the other may request notes, indentures or agreements, or to redeem or repurchase such debt obligations; (iv) in connection with the preparation of contesting any required filings pending legal proceeding, whether judicial or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entityadministrative, 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 Offer or the Merger including seeking to have any stay or temporary restraining order entered by any court or other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with vacated or reversed; (v) executing any additional instruments necessary to consummate the Merger transactions contemplated hereby 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in personvi) in seeking timely to obtain any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect actions, consents and waivers and to the Merger, neither the Company nor any Subsidiary of the Company shall pay or commit to pay to any Person whose approval or consent is being solicited any cash or other consideration, make any accommodation such filings. In case at any time after the Effective Time any further action is necessary or commitment or incur any liability or other obligation desirable to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such Person without the prior written consent of Parent. The parties shall cooperate to obtain such consentsnecessary action.

Reasonable Best Efforts. (a) 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), each party will Parent, on the 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, Parent’s obligations shall 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 (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable under applicable Laws to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the Merger and most expeditious manner practicable, the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, 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 applicationsfilings, notifications, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and to obtain as promptly as practicable in any event no later than the Outside Date) all waiting period expirations or terminationsapprovals, 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 and (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, licensesterminations of waiting periods, registrations, permits, authorizations, orders authorizations and approvals. (b) In connection with and without limiting the foregoing, each of the parties shall give other confirmations from 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 any Governmental Authority or third party consents that are necessary, proper or advisable to consummate the Merger. Each transactions contemplated by this Agreement and (iii) 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 have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties will furnish to consummate 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 Entitytransactions contemplated hereby or, 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the MergerParent, neither the Company nor any Subsidiary consummation of the Company shall 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 KMP Merger and the prior written consent EPB Merger. For purposes of Parent. The parties shall cooperate to obtain such consents.this Agreement,

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each party will of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the Merger most expeditious manner practicable, the Mergers and the other Transactions as soon as practicable after transactions contemplated by this Agreement. Each of the date hereof, including parties hereto will use its reasonable best efforts and cooperate with one another (i) preparing and filing in promptly determining whether any filings are required to be made 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, clearancesapprovals, waivers, licensespermits or authorizations are required to be obtained (or, orderswhich if not obtained, registrationswould 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, including parties to loan agreements or other debt instruments and including such consents, approvals, permitswaivers, permits or authorizations as may be required or necessary to transfer any assets and related liabilities of the Companies to the Surviving Corporations in the Mergers, in connection with the transactions contemplated by this Agreement, including the Mergers, 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 Voting Agreement and (ii) taking all steps as may be necessaryin promptly making any such filings, subject to the limitations in this Section 6.8, furnishing information required in connection therewith and in timely seeking to obtain all any such waiting period expirations or terminations, consents, clearancesapprovals, waiverspermits 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), licensesParent, registrationsGC Merger Sub, permitsIPC Merger Sub, authorizations, orders IPC Systems and approvalsthe Companies agree to deliver letters of representation reasonable under the circumstances as to their present intention and present knowledge. (b) In connection with and without limiting The parties hereto shall file as soon as practicable notifications under 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 HSR Act with respect to this Agreement. To the extent reasonably practicable, transactions contemplated hereby and respond as promptly as practicable to any inquiries received from the parties and their Representatives shall have Federal Trade Commission or the right to review in advance and each Antitrust Division of the parties will consult the others on, Department of Justice for additional information or documentation and respond as promptly as practicable to all the information relating to the inquiries and requests received from any State attorney general or 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 transactions contemplated hereby. Concurrently with the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To filing of notifications under the extent reasonably HSR Act or as soon thereafter as practicable, none the Company and Parent shall each request early termination 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental EntityHSR Act waiting period. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 5.05(d), each party will of the Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other Transactions transactions contemplated by this Agreement to be consummated as soon promptly as reasonably practicable on the terms and subject to the conditions hereof. Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its reasonable best efforts: (A) to file promptly, and in no event later than ten (10) Business Days after the date hereofof this Agreement, a Notification and Report Form under the HSR Act, (B) to promptly make any required submissions under Foreign Antitrust Laws that are set forth on Section 6.01(c) of the Disclosure Letter, (C) to furnish information required in connection with such submissions under the HSR Act or any Foreign Antitrust Law, (D) to keep the other parties reasonably informed with respect to the status of any such filings or submissions under the HSR Act or any Foreign Antitrust Law, including with respect to: (i1) preparing the receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration or termination of any waiting period, (3) the commencement or proposed or threatened commencement of any Litigation or other proceeding under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law and filing (4) the nature and status of any objections raised or otherwise providingproposed or threatened to be raised under the HSR Act, in consultation FTC Act, Xxxxxxx Act, Xxxxxxx Act or any Foreign Antitrust Law with respect to this Agreement, the Merger or the other party transactions contemplated hereby and as promptly as practicable and advisable after the date hereof, all documentation (E) to effect obtain all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearancesactions or non-actions, waivers, licensesconsents, orders, registrations, approvals, permits, clearances and authorizations necessary or advisable to be obtained approvals from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions Entity; and (ii) taking all steps as may Parent, Merger Sub and the Company shall cooperate with one another: (A) in promptly determining whether any filings are required to be necessarymade or consents, subject approvals, permits or authorizations are required to be obtained under any supranational, national, federal, state, foreign or local Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts or instruments material to the limitations Company’s business in connection with this Section 6.8Agreement, the Merger or the consummation of the other transactions contemplated hereby and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all such timely the expiration or termination of any waiting period expirations or terminations, and any required consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsapprovals or waivers. (b) In connection Each of the Company, Parent and Merger Sub shall: (i) promptly notify the others of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication to such Person from a Governmental Entity and without limiting permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication to a Governmental Entity and (ii) keep the others reasonably informed of any developments, meetings or discussions with any Governmental Entity in respect of any filings, submissions, investigation, or inquiry concerning the Merger. (c) Subject to Section 5.05(f), in furtherance and not in limitation of the foregoing, each of the parties shall give any required notices Company, Parent and Merger Sub agree to third parties, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, use its reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or any third party consents Foreign Antitrust Law that are necessary, proper or advisable may be required to consummate the Merger. Each of enable the parties will furnish to close the other such necessary information transactions contemplated by this Agreement as promptly as practicable and reasonable assistance as no later than 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 EntityOutside Date, including promptly informing committing to or effecting by consent decree, hold separate order, trust, or otherwise the other parties sale or disposition of such inquiry, consulting in advance before making any presentations assets or submissions to a Governmental Entitybusinesses, and supplying each other with copies agreeing to operational, conduct, financial and ownership restrictions, to avoid the entry of, or to effect the dissolution of all material correspondenceor vacate or lift, filings any order, decree 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 ruling that would otherwise have the right to review in advance and each effect of preventing or materially delaying the parties will consult the others on, all the information relating to the other and each consummation 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 Transactionstransactions contemplated by this Agreement. Further, except that confidential competitively sensitive business information may be redacted from such exchanges. To and for the extent reasonably practicableavoidance of doubt, none Parent will take any and all actions necessary in order to ensure the absence of any (x) requirement for any non-action, consent or approval of any state attorney general or other Governmental Entity, (y) decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) other matter relating to any antitrust or competition Law which would preclude consummation of the parties Merger by the Outside Date; provided, however, that Parent shall not be required to take any action set forth in this paragraph that would result in a Restraint. (d) In the event that any litigation, administrative or judicial action or other proceeding is commenced challenging any of the transactions contemplated hereby, each of the Company, Parent and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such litigation, 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 by the Outside Date. (e) Neither Parent nor the Company shall, nor shall they permit their respective Representatives Subsidiaries to, participate independently acquire or agree to acquire any business, Person or division thereof, or otherwise acquire or agree to acquire any assets (except in each case pursuant to any meeting agreement in effect on the date hereof), if the entering into of a definitive agreement relating to 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 consummation of such meeting acquisition, would reasonably be likely to materially increase the risk of delaying, impeding or conversation andnot obtaining by the Outside Date any applicable waiting period termination or expiration, to the extent permitted by applicable Lawclearance, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from waiver under the HSR Act or any Person Foreign Antitrust Law with respect to the Mergertransactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary in this Section 5.05, neither the Company nor any Subsidiary of the Company Parent shall pay not be required to sell, divest, hold separate, license or commit to pay agree to any Person whose approval other structural or consent conduct remedy with respect to any Subsidiary, operation, division, business, product line, customer, asset or relationship of Parent or Company or any of their Affiliates or Subsidiaries other than such sale, divestiture, hold separate, license or structural or conduct remedy with respect to operations, divisions, businesses, product lines or assets that would represent an amount of annual revenues of $50,000,000 or less (any such action that is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation not required to such Person without the prior written consent of Parent. The parties shall cooperate be taken pursuant to obtain such consentsthis subsection (f) a “Restraint”).

Reasonable Best Efforts. With the objective of enabling Acquiror and the Company to consummate the Acquisition and the other transactions contemplated hereby as expeditiously as possible after the date hereof (a) Subject to and in any event before the terms and conditions of this AgreementTermination Date), each party of Acquiror and the Company will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other 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, obtain 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, licensesapprovals, orders, authorizations, registrations, approvals, permits, declarations and authorizations necessary or advisable filings that are required to be obtained from any third party and/or any Governmental Entity in order to consummate under the Merger or any HSR Act and all other applicable Antitrust Laws (including the Antitrust Laws of the jurisdictions set forth in Schedule 6.1(f)) that are a condition to the consummation of the Acquisition and the other Transactions and transactions contemplated hereby, (ii) taking all steps as resolve any objections to the Acquisition or any other transactions contemplated hereby that may be necessaryraised by the FTC, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations DOJ 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 (iii) avoid or eliminate each other with copies of all material correspondence, filings or communications between either party and every impediment to the Acquisition and any other transactions contemplated hereby under applicable Antitrust Laws that may be asserted by the FTC, DOJ or any other Governmental Entities, (A) vigorously contesting and defending against (to judgment and on appeal if necessary) any suits, claims, actions, investigations or proceedings, whether judicial or administrative and whether initiated by a Governmental Entity with respect to or a third party, challenging this Agreement. To Agreement or the extent reasonably practicable, the parties and their Representatives shall have the right to review in advance and each consummation of the parties will consult Acquisition or any other transactions contemplated hereby, and (B) seeking to have vacated, reversed, lifted or overturned any stay, injunction, judgment, decree, agency decision or other order, whether temporary, preliminary or permanent, that has been entered by any court or other Governmental Entity that delays, restricts, prevents or otherwise prohibits the others on, all consummation of the information relating Acquisition or any other transaction contemplated hereby. Notwithstanding anything in this Agreement to the other and each contrary, nothing contained in this Agreement shall be deemed to require Acquiror or any Subsidiary or affiliate thereof to agree to (i) any divestiture, by itself or any of their Affiliates that appears in any filing made withits affiliates, of shares of capital stock 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 filingbusiness, investigation assets or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary property of the Company or its Subsidiaries or affiliates, or of Acquiror or its Subsidiaries or affiliates or any license of technology, in each case that in Acquiror’s judgment would alter the benefits that Acquiror would expect to receive from the proposed Acquisition or (ii) the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock that in Acquiror’s judgment would alter the benefits that Acquiror would expect to receive from the proposed Acquisition. The Company shall pay not take or commit agree to pay to take 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 action identified in the immediately preceding sentence without the prior written consent of Parent. The parties shall cooperate to obtain such consentsAcquiror.

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each party will of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all 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, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any party hereto be required to pay prior to the Effective Date 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 or agreement. (b) Without limiting the foregoing, the Company and Parent shall (i) 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, clearances 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 hereby and (y) timely making all such filings and timely seeking all such consents, permits, authorizations, clearances or approvals, (ii) use reasonable best efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other person may assert under Regulatory Law (as hereinafter defined) with respect to the Merger and the other Transactions as soon as practicable after transactions contemplated hereby, and (iii) subject to applicable legal limitations and the date hereofinstructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including (i) preparing and filing or otherwise providing, in consultation with promptly furnishing the other party and with copies of notices or other communications received by the Company or Parent, as promptly as practicable and advisable after the date hereofcase may be, all documentation to effect all necessary applicationsor any of their respective Subsidiaries, 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 with respect to such transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in order to consummate advance, and consider in good faith the Merger or any views of the other Transactions and (ii) taking all steps as may be necessaryparty in connection with, subject any proposed written communication 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 any third party consents that are necessary, proper or advisable to consummate the MergerGovernmental Entity. Each of the parties will furnish Company and Parent agrees not 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 participate in any filing made withsubstantive meeting or discussion, either in person or written materials submitted toby telephone, with 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 proposed transactions unless it consults 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 in advance and, to the extent permitted not prohibited by applicable Lawsuch Governmental Entity, without giving gives the other parties party the opportunity to attend and participate. Notwithstanding anything in this Section 5.5 to the contrary, in no event will Parent or participate Merger Sub be obligated to, and the Company and its Subsidiaries will not, propose or agree to accept any undertaking or condition, to enter into any consent decree or hold separate order, to make any divestiture, to accept any operational restriction or limitation, or to take any other action that would (whether by telephone i) involve assets or operations of Parent or any of its affiliates or (ii) reasonably be expected to result in person) a Company Material Adverse Effect; provided, that for solely the purposes of this Section 5.5(b), a Company Material Adverse Effect shall include, without limitation, the divestiture of businesses, product lines or assets that accounted for 15% or more of the Company’s and its Subsidiaries’ consolidated fiscal year 2010 EBITDA. Notwithstanding anything to the contrary in this Agreement, in no event will Parent or Merger Sub be obligated to, and the Company and its Subsidiaries will not, propose or agree to accept any such meeting with such Governmental Entityundertaking or condition to enter into any consent decree or hold separate order, to make any divestiture, to accept any operational restriction or limitation, or to take any other action that would involve assets or operations of the Company or any of its affiliates in order to satisfy the condition set forth in Section 6.1. (c) In connection with obtaining furtherance and not in limitation of the covenants of the parties contained in this Section 5.5, if any approval administrative or consent from judicial action or proceeding, including any Person with respect proceeding by a private party, is instituted (or threatened to the Mergerbe instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, neither the Company nor any Subsidiary each of the Company and Parent shall pay cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or commit proceeding and to pay to have vacated, lifted, reversed or overturned any Person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder, make 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 accommodation other provision of this Agreement, nothing in this Section 5.5 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or commitment or incur any liability or other obligation Section 7.1(c) so long as such party has, prior to such Person termination, complied with its obligations under this Section 5.5. (d) For purposes of this Agreement, “Regulatory Law” means the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, 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 without limitation any antitrust, competition or trade regulation Laws, that are designed or intended to (i) prohibit, restrict or regulate actions having the prior written consent purpose or effect of Parent. The parties shall cooperate to obtain such consentsmonopolization 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) Subject to the terms and conditions of this Agreement, each party Mondavi and Constellation will use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws this Agreement or Applicable Law to consummate the Merger and transactions contemplated by this Agreement, including the other Transactions Merger, as soon as practicable after the date hereofpracticable, 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, 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, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other Transactions transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary 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 . Without limiting the generality of the foregoing, each of the parties shall give Mondavi and Constellation agrees to make all necessary filings in connection with any required notices to third partiesapprovals, and each filings consents, orders or waiting periods of the parties shall useany Governmental Authority which, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request if not obtained in connection with the preparation consummation of the transactions contemplated hereby, would reasonably be expected to have a Material Adverse Effect on Mondavi or Constellation ("APPROVALS") as promptly as practicable after the date of this Agreement, and to use its reasonable efforts to furnish or cause to be furnished, as promptly as practicable, all information and documents requested with respect to such Approvals and shall otherwise cooperate with the applicable Governmental Authorities in order to obtain any required filings or submissions with Approvals in as expeditious a manner as possible. Each of Mondavi and Constellation shall use its reasonable efforts to resolve such objections, if any, as 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 Authority may assert with respect to this AgreementAgreement and the transactions contemplated hereby in connection with the Approvals. To In the extent reasonably practicableevent that a suit is instituted by a Person or Governmental Authority challenging this Agreement and the transactions contemplated hereby as violative of applicable antitrust or competition laws, the parties and their Representatives shall have the right to review in advance and 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 parties will consult the others onother, all the information relating to furnish the other with all information concerning itself, its Subsidiaries, directors, officers and each 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 Mondavi, Constellation or any of their Affiliates that appears in respective subsidiaries to any filing made with, or written materials submitted to, third party and/or any Governmental Entity Authority in connection with the Merger and or 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 transactions contemplated by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entitythis Agreement. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement and the fiduciary responsibilities of the Board of Directors of the Company, each party will of the Company, Parent and Sub agrees to use its reasonable best efforts to 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 and necessary to do, or cause comply promptly with all legal requirements that may be imposed on itself with respect to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger (which actions shall include furnishing all information required under the HSR Act and the in connection with approvals of or filings with any other Transactions as soon as practicable after the date hereof, including (iGovernmental Entity) preparing and filing or otherwise providing, shall promptly cooperate with and furnish information to each other in consultation connection 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 such requirements imposed upon any Governmental Entity in order to consummate the Merger of them or any of their Subsidiaries in connection with the other Transactions Merger and (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. (b) In connection with and without limiting the foregoing, each of the parties shall give any required notices to third partiesCompany, Parent and Sub shall, and each of the parties shall usecause its Subsidiaries to, and cause each of their respective Subsidiaries and Affiliates to use, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information (and reasonable assistance as the other may request in connection shall cooperate 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 correspondencein obtaining) any consent, filings authorization, order 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 withapproval of, or written materials submitted toany exemption by, any Governmental Entity or other public or private third party required to be obtained or made by Parent, Sub, the Company or any of their Subsidiaries in connection with the Merger and or the taking of any action contemplated thereby or by this Agreement. In connection with any action to be taken by Parent, the Company or any of its respective Subsidiaries to consummate the Merger or the other Transactionstransactions contemplated in this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicableCompany shall not, none without Parent's prior written consent, commit to any divestiture of assets or businesses of the parties shall, 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 they permit their respective Representatives be required to divest or hold separate or otherwise take or commit to take any action that materially limits its freedom of action with respect to, participate independently in or its ability to retain, the Company or any meeting of the businesses or engage in any substantive conversation with any Governmental Entity in respect assets of any filing, investigation Parent or other inquiry without giving that would have a Material Adverse Effect on Parent or the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental EntityCompany. (cb) In connection Parent hereby agrees to use its reasonable best efforts to arrange and complete the Financing including, (i) to negotiate definitive agreements with obtaining any approval or consent from any Person respect thereto and (ii) to satisfy all conditions applicable to Parent and Sub in such definitive agreements. Parent will keep the Company informed at all times with respect to the Mergerstatus of its efforts to arrange and complete the Financing, neither including, without limitation, with respect to the occurrence of any 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 nor any Subsidiary of in connection therewith; provided that the Company shall pay or commit not be obligated 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 monetary obligations or other obligation to expenditures in connection with such Person without the prior written consent of Parent. The parties shall cooperate to obtain such consentsassistance.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with each other in doing, all things 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 Merger Mergers and the other Transactions transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, 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 applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications 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 Mergers and the other Transactions transactions contemplated by this Agreement. In furtherance and (ii) taking all steps as may be necessary, subject to the limitations not 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 limitation of the foregoing, each of the parties shall give any required notices hereto agrees to third parties, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, (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 under any third party consents applicable Laws as promptly as practicable. In addition, each of Realty Income and VEREIT shall use reasonable best efforts to obtain all consents, approvals, waivers, licenses, permits, franchises, authorizations or Orders (“Consents”) of Persons other than Governmental Entities that are necessary, proper or advisable to consummate the Merger. Mergers, the Separation, the OfficeCo Distribution and the other transactions contemplated thereby; provided, however, that, except as otherwise provided in Section 5.15 or Exhibit A of this Agreement, none of Realty Income, VEREIT nor any of their respective Subsidiaries shall be required to make, or commit or agree to make, any concession or payment to, or incur any liability to, any such non-Governmental Entity to obtain any such Consent that is not contingent on the closing of the Merger (unless the parties mutually consent to such concession, payment or liability (such consent not to be unreasonably withheld, conditioned or delayed)). (b) Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request hereto shall, in connection with the preparation efforts referenced in Section 5.3(b), use its reasonable best efforts to: (i) cooperate in 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 other party of any required filings communication concerning this Agreement or submissions any of the transactions contemplated hereby to that party from or with any Governmental Entity and will cooperate consider in responding good faith the views of the other party and keep the other party reasonably informed of the status of matters related to any inquiry from a Governmental Entitythe transactions contemplated by this Agreement, including promptly informing furnishing the other parties of with any written notices or other communications received by 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 withfrom, or written materials submitted given by such party to, any Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Merger and the other Transactionstransactions contemplated hereby, except that confidential competitively sensitive business information any materials concerning one party’s valuation of the other party may be redacted from such exchanges. To redacted; and (iii) permit the extent reasonably practicableother party to review in draft any proposed communication to be submitted by it to any Governmental Entity with reasonable time and opportunity to comment, none and consult with each other in advance of the parties shall, nor shall they permit their respective Representatives to, participate independently in any in-person or telephonic meeting or engage in any substantive conversation conference with any Governmental Entity or, in respect of connection with any filingproceeding by a private party, investigation or with any other inquiry without giving the other party prior notice of such meeting or conversation Person, and, to the extent permitted by the applicable LawGovernmental Entity or Person, without giving not 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 parties the opportunity 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 participate (whether by telephone or in person) in any directors of the recipient without the advance written consent of the party providing such meeting with such Governmental Entitymaterials. (c) In connection with obtaining any approval or consent from any Person 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 Mergertransactions contemplated by this Agreement under any Laws, neither including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Company nor any Subsidiary consummation of the Company shall pay transactions contemplated hereby (including seeking to have any stay, temporary restraining order or commit to pay to preliminary injunction entered by any Person whose approval or consent is being solicited any cash court or other considerationGovernmental Entity vacated or reversed). (d) Each of VEREIT, make the Board of Directors of VEREIT, Realty Income and the Board of Directors of Realty Income shall, if any accommodation state takeover statute or commitment similar statute becomes applicable to this Agreement, the Mergers, the Separation, the OfficeCo Distribution or incur any liability other transactions contemplated hereby, use all reasonable best efforts to ensure that the Mergers, the OfficeCo Distribution and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on this Agreement, the Mergers and the other obligation to such Person without the prior written consent of Parent. The parties shall cooperate to obtain such consentstransactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will shall use its respective reasonable best efforts to (i) cause the Transactions to be consummated as promptly as reasonably practicable (including by using reasonable best efforts to cause the conditions to the Closing set forth in Article VI to be satisfied), (ii) make as promptly as reasonably practicable any necessary submissions and filings under applicable Antitrust Laws or to Governmental Authorities in order to consummate the Transactions, (iii) cooperate with the other party and promptly furnish information necessary in connection with such submissions and filings to such Governmental Authorities or under such Antitrust Laws, (iv) keep the other party reasonably informed with respect to the status of any such submissions and filings to such Governmental Authorities or under such Antitrust Laws and (v) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority (including the Regulatory Approvals) necessary to consummate the Transactions. (b) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.4, each party shall (i) make a filing of a premerger notification report pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable (and in any event within twenty-one (21) days after the date hereof), (ii) make any required filings in connection with Regulatory Approvals as promptly as reasonably practicable, (iii) supply as promptly as reasonably practicable any additional information and documentary material (other than information subject to attorney-client or attorney work-product privilege) that may be requested pursuant to the HSR Act or by the State Commissions, CFIUS or FERC, as applicable, in connection with the Regulatory Approvals and (iv) use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.4 as may be necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) and to doobtain the Regulatory Approvals as promptly as reasonably practicable. (c) Each party shall, or cause subject to be done, all things necessary, proper or advisable under applicable Laws Law relating to consummate the Merger and the other Transactions as soon as practicable after the date hereof, including exchange of information: (i) preparing and filing or otherwise providing, in consultation with give the other party and notice as promptly as reasonably practicable of (and advisable after if in writing, furnish the date hereof, all documentation other party with copies of) any communication received or sent by such party from or to effect all necessary applications, notices, petitions, any Governmental Authority (or any other Person participating or intervening in any Proceeding by or before any Governmental Authority) regarding any filings, investigation, or inquiry concerning the Transactions, and permit the other documents party to review and discuss in advance (and to obtain as promptly as practicable all waiting period expirations consider in good faith any comments made by the other party in relation to) any proposed written response to any such communication, (ii) keep the other party reasonably informed of any developments, meetings or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or discussions with any Governmental Entity in order to consummate the Merger Authority (or any other Person participating or intervening in any Proceeding by or before any Governmental Authority) in respect of any filings, investigation, or inquiry concerning the other Transactions and (iiiii) 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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, not independently participate independently in any meeting or engage in any substantive conversation discussions with any a Governmental Entity Authority in respect of any filingfilings, investigation or other inquiry concerning the Transactions without giving the other party prior notice of such meeting or conversation discussions and, to the extent permitted unless prohibited by applicable Lawsuch Governmental Authority, without giving the other parties the opportunity to attend or participate (whether by telephone participate; provided, that the parties shall be permitted to redact any correspondence, filing, submission or in person) in any communication to the extent such meeting with such Governmental Entitycorrespondence, filing, submission or communication contains competitively sensitive information, including information relating to the valuation of the Transactions. (cd) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.4, Parent and Merger Sub shall, in connection with obtaining any approval Consent of any Governmental Authority (including the Regulatory Approvals) in connection with this Agreement or consent from the Transactions, take any Person with respect and all steps that may be required by any such Governmental Authority so as to enable the parties to close the Transactions as promptly as reasonably practicable (and in any event no later than three (3) Business Days prior to the MergerOutside Date), neither including committing to and effecting, by consent decree, hold separate orders, trust, or otherwise, (i) the sale, license, holding separate or other disposition of assets or businesses of Parent or the Company nor or any Subsidiary of their respective Subsidiaries, (ii) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries and (iii) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries (each a “Remedial Action”); provided, however, any Remedial Action may, at the discretion of the Company or Parent, be conditioned upon consummation of the Transactions; provided, further, that Parent may take any reasonable action to resist or reduce the scope of a Remedial Action that has been proposed by any such Governmental Authority so long as it does not delay the consummation of the Transactions to a date later than three (3) Business Days prior to the Outside Date. (e) In furtherance and not in limitation of the foregoing, but subject to the other terms and conditions of this Section 5.4, in the event that any Proceeding by a Governmental Authority is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to prevent, materially impede or materially delay the consummation of the Transactions, Parent shall pay use its reasonable best efforts to take any and all action, including a Remedial Action, to avoid or resolve any such Proceeding as promptly as reasonably practicable (and in any event no later than three (3) Business Days prior to the Outside Date). In addition, each party shall cooperate with each other party and use its respective reasonable best efforts to contest, defend and resist any such Proceeding and to have vacated, lifted, reversed or overturned any Proceeding or Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays, interferes with or restricts consummation of the Transactions as promptly as reasonably practicable (and in any event no later than three (3) Business Days prior to the Outside Date). (f) Notwithstanding anything to the contrary contained in this Agreement, Parent and its Affiliates shall not be required to, in connection with obtaining any Consent of any Governmental Authority (including the Regulatory Approvals) in connection with this Agreement or the Transactions, offer or accept, or agree, commit to pay agree or consent to, any undertaking, term, condition, liability, obligation, commitment, sanction or other measure (including any Remedial Action) that constitutes a Burdensome Condition. For purposes of this Agreement, “Burdensome Condition” means any undertakings, terms, conditions, liabilities, obligations, commitments, sanctions or other measures (including any Remedial Action) that would have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, assets, liabilities, businesses or results of operations of (i) the Company and its Subsidiaries, taken as a whole, or (ii) Parent and its Subsidiaries, taken as a whole and determined after giving effect to the Transactions; provided, however, that any such undertakings, terms, conditions, liabilities, obligations, commitments, sanctions or other measures shall not constitute or be taken into account in determining whether there has been or is such a material adverse effect to the extent such undertakings, terms, conditions, liabilities, obligations, commitments, sanctions or other measures are expressly set forth in Section 1.6. The Company shall not, and shall not permit any of its Subsidiaries to, in connection with obtaining any Consent of any Governmental Authority in connection with this Agreement or the Transactions, (x) offer to agree to any Person whose approval undertaking, term, condition, liability, obligation, commitment, sanction or other measure (including any Remedial Action) that would reasonably be expected to be material and adverse to Parent’s ability to obtain the Regulatory Approvals on substantially the terms that Parent reasonably expects, or (y) accept, or agree, commit to agree or consent is being solicited to, any cash undertaking, term, condition, liability, obligation, commitment, sanction or other considerationmeasure (including any Remedial Action); provided, make however, the Company and its Subsidiaries shall take any accommodation or commitment or incur any liability or other obligation to Remedial Action requested by Parent if such Person without Remedial Action is conditioned upon the prior written consent consummation of Parent. The parties shall cooperate to obtain such consentsthe Transactions.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws laws and regulations to consummate the Merger and the other Transactions transactions contemplated by this Agreement 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, 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, 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 and each of the other Transactions transactions contemplated by this Agreement and the Parent Recapitalization Agreement and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain all such waiting period expirations or terminations, material consents, clearances, waivers, licenses, registrations, permits, authorizations, 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 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 use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) In connection with and without limiting To the foregoingextent permissible under applicable law or any rule, regulation or restriction of a Governmental Entity, each of Parent and the parties shall give any required notices to third partiesCompany shall, and each of the parties shall use, and cause each of their its respective Subsidiaries to, in connection with the efforts referenced in Section 5.3(a) to obtain all requisite material approvals, clearances and Affiliates to useauthorizations for the transactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each other such necessary information and reasonable assistance as the other may request 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 preparation other party of any required filings communication received by such party from, or submissions with 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 will cooperate in responding to of any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations material communication received 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 given in connection with any proceeding by a private party, in each case regarding any of the Merger and transactions contemplated hereby, (iii) permit the other Transactionsparty, except that confidential competitively sensitive business information may be redacted from such exchanges. To or the extent reasonably practicableother party's legal counsel, none of the parties shall, nor shall they permit their respective Representatives to review any communication given by it to, participate independently and consult with each other in advance of any meeting or engage conference with, the DOJ, the FTC or any such other Governmental Entity or, in any substantive conversation connection with any Governmental Entity in respect of proceeding by a private party, with any filing, investigation or other inquiry without giving Person and (iv) give the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to meetings and conferences. For purposes of this Agreement, "Regulatory Law" means the MergerXxxxxxx Act, neither the Company nor any Subsidiary as amended, Council Regulation No. 4064/89 of the Company shall pay 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 commit intended to pay to any Person whose approval prohibit, restrict or consent is being solicited any cash regulate (i) foreign investment or other consideration, make any accommodation (ii) actions having the purpose or commitment effect of monopolization or incur any liability restraint of trade or other obligation to such Person without the prior written consent lessening of Parent. The parties shall cooperate to obtain such consentscompetition.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including the proviso to the first sentence of Section 6.09(d), the Company and Parent shall (and shall cause their respective Subsidiaries to) each party will use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Laws Applicable Law to consummate the Merger and the other 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 obtain all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearancesactions, 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 and (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 orders, consents and approvalsapprovals from Governmental Authorities, the expiry or early termination of any applicable 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 the Transactions as promptly as practicable and in any event prior to the End Date and (ii) 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 connection with furtherance and without limiting not in limitation of the foregoingundertakings pursuant to this Section 6.09, each of Parent and the parties Company shall give (i) prepare and file any notification and report forms and related material required notices under the HSR Act and any other applicable Antitrust Laws with respect to third partiesthe Transactions (if any), and each of the parties shall use, any additional filings or notifications and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents related material that are necessary, proper or advisable to consummate the Merger. Each permit consummation of the parties will furnish Transactions, as promptly as reasonably practicable (but in no event shall Parent make its filing under the HSR Act and any other filings required under applicable Antitrust Laws any later than ten (10) Business Days after the date of this Agreement), (ii) provide or cause to the other such necessary be provided as promptly as reasonably practicable any information and reasonable assistance documentary material that may reasonably 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 required for consummation of the Transactions by the DOJ or FTC or other may request applicable Governmental Authorities. (c) Subject to Applicable Law and the requirements of applicable Governmental Authorities, the Company and Parent and their respective counsel shall, in connection with efforts referenced in Section 6.09(a) and Section 6.09(b), (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the preparation of any required filings or submissions Transactions and in connection with any Governmental Entity and will cooperate in responding to any investigation or other inquiry from by or before a Governmental EntityAuthority relating to the Transactions, including promptly informing the other parties of such inquiryany proceeding initiated by a private person, consulting in advance before making any presentations or submissions (ii) 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 practicablelegally permissible, the parties and their Representatives shall have the right to review in advance advance, and to the extent practicable each of the parties will shall consult the others other on, all the information relating to the other and each of their Affiliates that appears in any material filing made with, or written materials to be submitted to, any Governmental Entity Authority in connection with the Merger 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 other Transactionsrequirements of Governmental Authorities, except that confidential competitively sensitive business information may be redacted from such exchanges. To the Company and Parent shall (with respect to any in-person discussion or meeting, remote video meeting or substantive telephonic discussion or meeting), and shall to the extent reasonably practicablepracticable (with respect to any other telephonic discussion or meeting), none provide the other party and its counsel with advance notice of and the parties shall, nor shall they permit their respective Representatives to, opportunity to participate independently in any material discussion or meeting or engage in any substantive conversation with any Governmental Entity Authority in respect of any filing, investigation or other inquiry without giving in connection with the Transactions. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.09 as “Outside Counsel Only Material.” Notwithstanding anything to the contrary in this Section 6.09, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Acquired Companies and as necessary to address reasonable attorney-client or other privilege concerns. (d) In furtherance of the undertakings of Parent pursuant to Section 6.09(a) and Section 6.09(b), Parent and the Company (if requested by Parent), along with their respective Subsidiaries, shall use their reasonable best efforts to obtain 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 notice 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 meeting of its and its Subsidiaries’ assets, properties or conversation andbusinesses or of the assets, properties or businesses to be acquired by Parent pursuant hereto, and enter into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to 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. The Company shall not, unless requested to do so by Parent, commit to or effect any action contemplated in the immediately preceding sentence. Notwithstanding the foregoing provisions of this Section 6.09(d) or any other provision of this Agreement, in no event shall Parent or any of its Subsidiaries be required to take or agree to (nor shall the Company or any Company Subsidiaries be permitted to take or agree to unless Parent so directs them (and they shall, if Parent 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 permitted by applicable Lawit would constitute or result in, without giving the other parties the opportunity or would reasonably be expected to attend constitute or participate (whether by telephone result in, individually or in person) in any such meeting with such Governmental Entitythe aggregate, a Substantial Detriment. (ce) In connection with From the date of this Agreement until the Closing Date, Parent shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire or agree to acquire any assets, business or any person, whether by merger, consolidation, purchasing a substantial portion of the assets of or equity in any person or by any other manner or engage in any other transaction, if the entering into of an agreement relating to or the consummation of such acquisition, merger, consolidation or purchase or other transaction would reasonably be expected to (i) impose any material delay in the expiration or termination of any applicable waiting period or impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, clearance, approval or consent from order of a Governmental Authority, including any Person with respect approvals and expiration of waiting periods pursuant to the MergerHSR Act or any other applicable Antitrust Law, neither (ii) materially increase the Company nor risk of any Subsidiary Governmental Authority entering, or materially increase the risk of not being able to remove or successfully challenge, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would materially delay, materially restrain, prevent, enjoin or otherwise prohibit Closing or (iii) otherwise materially delay or materially impede the consummation of any of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consentsTransactions.

Reasonable Best Efforts. (a) Subject Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each party will Parent, Sub and the Company agree to use its their respective reasonable best efforts (x) to take, or cause to be taken, all actions actions, and (y) to do, or cause to be done, all things necessary, proper or advisable under applicable Laws (subject to any Applicable Laws) to consummate and make effective the Merger and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as soon as practicable are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any disclosure documents reasonably requested by Parent in order to facilitate financing of any of the Transactions and (iii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereofhereof that would reasonably be expected to delay materially the obtaining of, including (i) preparing and filing or otherwise providingresult in not obtaining, in consultation with the other party and as promptly as practicable and advisable after the date hereofany permission, all documentation to effect all approval or consent from any Governmental Entity 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 prior to Closing. Notwithstanding the foregoing, or any third party and/or other covenant herein contained, in connection with the receipt of any Governmental Entity in order necessary approvals under the HSR Act, neither the Company nor any Company Subsidiary shall be entitled to consummate divest or hold separate or otherwise take or commit to take any action that limits Parent's or Sub's freedom of action with respect to, or their ability to retain, the Merger Company or any Company Subsidiary or any material portions thereof or any of the other Transactions and (ii) taking all steps as may be necessarybusinesses, subject to product lines, properties or assets of the limitations in this Section 6.8Company or any Company Subsidiary, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalswithout Parent's prior written consent. (b) In connection with and without limiting Prior to the foregoingClosing, subject to Applicable Law, each of party shall promptly consult with the other parties shall give hereto with respect to, provide any required notices to third partiesnecessary information with respect to, and each of provide the other parties shall use, and cause each of (or their respective Subsidiaries and Affiliates to usecounsel) with copies of, its reasonable best efforts to obtain any third all filings made by such party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to or any inquiry from a Governmental Entity, including promptly informing the other parties of information supplied by such inquiry, consulting in advance before making any presentations or submissions party 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 this Agreement, the Merger and the other Transactions. Each party hereto shall promptly inform the other parties of any communication from any Governmental Entity regarding any of the Transactions. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any of the Transactions, except that confidential competitively sensitive business information may then such party shall endeavor in good faith to make, or cause to be redacted from made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such exchangesrequest. To the extent reasonably practicablethat transfers, none amendments or modifications of Permits (including Environmental Permits) are required as a result of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting execution of this Agreement or engage in any substantive conversation with any Governmental Entity in respect consummation of any filingof the Transactions, investigation the Company shall use its reasonable best efforts to effect such transfers, amendments or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entitymodifications. (c) In The Company and Parent shall file, as soon as practicable, notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with obtaining any approval antitrust matters. Concurrently with the filing of notifications under the HSR Act or consent from any Person with respect to the Mergeras soon thereafter as practicable, neither the Company nor any Subsidiary and Parent shall each request early termination of the Company HSR Act waiting period. (d) Notwithstanding the foregoing, except as provided in Section 7.1(b)(ii), nothing contained in this Agreement shall pay be deemed to require the Company, Parent or commit Sub to pay commence any litigation against any entity in order to facilitate the consummation of any Person whose approval of the Transactions or consent is being solicited to defend against any cash or other consideration, make litigation brought by any accommodation or commitment or incur Governmental Entity seeking to prevent the consummation of any liability or other obligation to such Person without of the prior written consent of Parent. The parties shall cooperate to obtain such consentsTransactions.

Reasonable Best Efforts. (a) Subject to the terms Each of PSB and conditions of this AgreementSummit shall, each party will and shall cause its respective Subsidiaries to, use its all reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable under applicable Laws to consummate the Merger and the Bank Merger and make effective the other Transactions transactions contemplated hereby as soon promptly as reasonably practicable after the date hereof. Without limiting the generality of the foregoing, including each Party shall, and shall cause its Subsidiaries to, use all reasonable best efforts (i) preparing and filing to take, or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereofcause to be taken, all documentation actions necessary to effect comply promptly with all necessary applications, notices, petitions, filings, Applicable Legal Requirements that may be imposed on such Party or its Subsidiaries with respect to the Merger and other documents the Bank Merger 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 and the other Transactions Bank Merger, and (ii) taking all steps as may to obtain (and to cooperate with the other Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and/or any other public or private third party that is required to be necessaryobtained or made by such Party or any of its Subsidiaries pursuant to Applicable Legal Requirements or any contract or other obligation in connection with the Merger, subject the Bank Merger and the transactions contemplated by this Agreement; provided, however, that a Party shall not be obligated to take any action pursuant to the limitations foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption shall result in a condition or restriction on such Party or on the Surviving Entity having an effect of the type referred to in Section 7.1(f). In furtherance and not in limitation of the Parties’ obligations under 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 foregoing6.4, each of the parties shall give any required notices to third partiesParties further agrees as follows: (i) Within sixty (60) days of the execution of this Agreement, each of PSB and Summit shall, and each of the parties shall usecause its Subsidiaries to, and cause each of their respective Subsidiaries and Affiliates to use, its use all reasonable best efforts to prepare all necessary documentation and effect all necessary filings, applications, registrations, and notices in order to obtain any third party consents that are necessarythe Requisite Regulatory Approvals. (ii) PSB shall cooperate with Summit and shall furnish to Summit and Summit’s counsel all information concerning themselves, proper their Subsidiaries, directors, officers and shareholders and such other matters as may be necessary or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation any application, filing, notice, registrations, or any other statement or application made by or on behalf of any required filings Party or submissions with any Governmental Entity and will cooperate in responding its Subsidiaries 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 Bank Merger. PSB shall have the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To right to review reasonably in advance all filings made in connection with 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 transactions contemplated by this Agreement with any Governmental Entity (other than with regard to information reasonably considered confidential by the providing Person). In addition, Summit shall furnish to PSB a final copy of each such filing made in respect of connection with the transactions contemplated by this Agreement with any filing, investigation or Governmental Entity (other inquiry without giving the other party prior notice than any part of such meeting or conversation and, to the extent permitted filings reasonably considered confidential by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental EntitySummit). (cb) In connection with obtaining Each of PSB and Summit and their respective boards of directors shall, if any approval state Takeover Statute or consent from similar statute becomes applicable to this Agreement, the Merger or any Person with respect other transactions contemplated hereby, use all reasonable best efforts to provide that the MergerMerger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on this Agreement, neither the Company nor any Subsidiary of Merger and the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consentstransactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party Company and Parent will use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the Merger transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of Parent and Company agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other Transactions filings as soon are required under laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters) with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, including (i) preparing hereof and filing or otherwise providing, in consultation with the other party and to supply as promptly as practicable any additional information and advisable after documentary material that may be requested pursuant to the date hereofHSR Act (or pursuant to such foreign laws, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations rules 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 regulations) and (ii) taking to take all steps as may be necessary, subject other actions necessary to cause the limitations in this Section 6.8, expiration or termination of the applicable waiting periods under the HSR Act (and to obtain all the necessary approvals under such waiting period expirations foreign laws, rules or terminationsregulations) as soon as practicable, consentsincluding, clearancesin the case of Parent, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) In connection with and without limiting the foregoing, each of the parties shall give entering into any required notices to third partiessettlement, and each of the parties shall useundertaking, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper consent decree or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions stipulation with any Governmental Entity and will cooperate in responding to or implementing any inquiry from a Governmental Entityrequired divestiture, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations hold separate 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 similar transaction with respect to this Agreement. To the extent reasonably practicableany assets; provided, the parties and their Representatives that, Parent shall have the right not be required to review in advance and each of the parties will consult the others onagree, 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 TransactionsCompany shall not agree without Parent's consent, 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 to waive any meeting substantial rights or engage in to accept any substantive conversation with any Governmental Entity in respect substantial limitation on its operations or to dispose 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or significant assets in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval such consent or consent from any Person with respect authorization unless such waiver, limitation or disposition would not reasonably be expected to have a Material Adverse Effect on the MergerCompany, neither the Company nor any Subsidiary of Parent or Parent's food business, and provided, further, that at Parent's written request, the Company shall pay or commit to pay agree to any Person whose approval such waiver, limitation or consent is being solicited any cash or other considerationdisposal, make any accommodation or commitment or incur any liability or other obligation to such Person without which agreement may, at the prior written consent Company's option, be conditioned upon and effective only as of Parent. The parties shall cooperate to obtain such consentsthe Effective Time.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective as promptly as practicable the Offer and the Merger and the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, including including, but not limited to, (i) preparing obtaining all Consents from Governmental Authorities and filing or otherwise providing, in consultation with other third parties required for the consummation of the Offer and the Merger and the other party and as promptly as practicable and advisable after transactions contemplated hereby (provided that 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 Company shall not make any payment or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from amend the terms of any third party and/or agreement in connection with obtaining any Governmental Entity in order to consummate such Consent without the Merger or any prior written approval of the other Transactions Purchaser) and (ii) taking 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 steps as may be necessary, necessary amendments and supplements thereto. Upon the terms and subject to the limitations in this Section 6.8conditions hereof, the Company agrees to obtain use reasonable best efforts to take, or cause to be taken, all such waiting period expirations actions and to do, or terminationscause to be done, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders all things necessary to satisfy the conditions to the consummation of the Offer and approvalsthe Closing set forth herein. (b) In The Company agrees to inform Purchaser regularly, and 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 without limiting the foregoingtransactions 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) immediately before the close of business on the thirteenth business day (such date, each the “Consent Notice Date”) following the commencement of the parties shall give any required notices Offer and (ii) immediately before the close of business on the day which is six (6) business days prior to third parties, and each the then-scheduled expiration date of the parties Offer. 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 usehave up to and including 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, and cause each 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 action by any party hereto in accordance with Section 7.1(g) hereof. Notwithstanding any such waiver of their respective Subsidiaries and Affiliates material Consents, if Purchaser has not so terminated this Agreement, the Company shall continue to use, use its reasonable best efforts to actually obtain any third party consents that are necessary, proper or advisable the Waived Consents pursuant to consummate the Merger. Each of the parties will furnish Section 4.5(a) hereof up 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental EntityClosing Date. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of set forth in this Agreement, each party will of the parties hereto shall use (and cause its affiliates to use) its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions actions, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, including (i) preparing obtaining all necessary actions or nonactions, waivers, consents and filing approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or otherwise providingwaiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties and all consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in consultation 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 or 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, material penalties or other material consideration to any landlord or other third party to obtain any consent, approval or 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 and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) promptly inform the other party upon receipt of any material communication from the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as promptly as practicable and advisable after the date hereofcase may be, all documentation to effect all necessary applicationsor any of their respective Subsidiaries, 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 with respect to such transactions. The Company and Parent shall permit legal counsel for the other party reasonable opportunity to review in order to consummate advance, and consider in good faith the Merger or any views of the other Transactions and (ii) taking all steps as may be necessaryparty in connection with, subject any proposed written communication 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 any third party consents that are necessary, proper or advisable to consummate the MergerGovernmental Entity. Each of the parties will furnish Company and Parent agrees not 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 (A) participate in any filing made withsubstantive meeting or discussion, either in person or written materials submitted toby telephone, with 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 proposed transactions unless it consults 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 in advance and, to the extent permitted not prohibited by applicable Lawsuch Governmental Entity, without giving gives the other parties party 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 participate delayed) and (whether C) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by telephone this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or in person) in any such meeting with such Governmental Entitydelayed). (c) In connection with obtaining furtherance and not in limitation of the agreements of the parties contained in this Section 5.6, if any approval administrative or consent from judicial action or proceeding, including any Person with respect proceeding by a private party, is instituted (or threatened to the Mergerbe instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, neither the Company nor any Subsidiary each of the Company and Parent shall pay cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or commit proceeding and to pay to have vacated, lifted, reversed or overturned any Person whose approval or consent is being solicited any cash decree, judgment, injunction or other considerationorder, make 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 accommodation 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 commitment or incur any liability or other obligation 7.1(c) so long as such party has, prior to such Person without termination, complied with its obligations under this Section 5.6. (d) For purposes of this Agreement, “Regulatory Law” means the prior written consent Xxxxxxx Act of Parent. The parties shall cooperate 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 obtain such consents(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) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including, without limitation, using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties; (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities, make all necessary registrations, declarations and filings and take all steps as may be necessary to obtain an approval or waiver from, or to avoid any commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Antitrust Laws with respect to the Transactions (“Antitrust Proceedings”) by, any Governmental Authority; (iii) vigorously resist and contest any Action, including any Antitrust Proceeding, and seek to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Transactions, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal; and (iv) execute and deliver any additional instruments necessary to consummate the Transactions, and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. (b) In furtherance and not in limitation of the foregoing: (i) each party will hereto agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, if applicable, with respect to the Transactions as soon as practicable and in any event within thirty (30) Business Days after the date hereof (unless the parties otherwise agree to a different date), (B) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or pursuant to any civil investigation demand, subpoena or similar request from the Federal Trade Commission or Department of Justice, and (C) use its reasonable best efforts to take, or cause to be taken, all other actions and consistent with this Section 5.4 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of the applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions HSR Act (including any extensions thereof) 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 and (ii) taking all steps as may be necessary, subject each party agrees 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, use its reasonable best efforts to take or cause to be taken all actions consistent with this Section 5.4 as necessary to obtain any third party consents that are necessaryother necessary Permit or other actions or nonactions from each Governmental Authority as soon as practicable. For the avoidance of doubt, proper obligations relating to “reasonable best efforts” and “as soon as practicable” in this Section 5.4 shall, among other things, mean using reasonable best efforts to be prepared to complete a certification of compliance with any request for additional information issued by the Department of Justice or advisable to consummate Federal Trade Commission in connection with the Merger. Transactions (“Second Request”) as soon as practicable. (c) Each of the parties will Company and Parent shall furnish to the each other party such necessary information and reasonable assistance as the such other party may reasonably request in connection with the preparation foregoing. Subject to applicable Laws and reasonable guidance from each party’s antitrust counsel relating to the exchange of any required filings or submissions with any Governmental Entity information, Parent 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 Company shall 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 advance, and to the extent practicable each of shall consult with the parties will consult the others onother in connection with, all of the information relating to Parent or the other Company, as the case may be, and each any of their Affiliates respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Authority 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (cd) In connection Subject to applicable Laws, the instructions of any Governmental Authority and reasonable guidance from each party’s antitrust counsel relating to the exchange of information, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Transactions and the Precedent Transaction, including promptly informing the other of, and/or furnishing the other with obtaining copies of, notices or other material communications received by the Company or Parent, as the case may be, or any approval or consent of their respective Subsidiaries, from any Person Governmental Authority and/or third party with respect to such transactions. (e) Notwithstanding anything to the Mergercontrary in this Agreement, neither including Section 5.1(b), nothing in this Agreement shall require, or be deemed to require, Parent or Merger Sub to agree to or effect (i) any direct or indirect sale, charter (in whole or any portion), lease, change or limitation in operation, divestiture, license, holding separate or other disposition of any Vessel (whether or not acquired hereunder); (ii) any action that would reasonably be expected to impair the Company nor any Subsidiary value of the Company shall pay Transactions to Parent in any material respect; or commit (iii) any action that would reasonably be expected to pay to have any Person whose approval adverse effect on Parent’s (or consent is being solicited any cash of its Subsidiaries’) existing assets or other consideration, make any accommodation businesses as conducted as of the date of this Agreement or commitment or incur any liability or other obligation to such Person without as of the prior written consent of Parent. The parties shall cooperate to obtain such consentsClosing Date.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable this Agreement and Applicable Laws to consummate the Merger and the other Transactions as soon as reasonably 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, waivers and other documents Tax ruling requests and to obtain as promptly as practicable all waiting period expirations or terminationsInvestor Necessary Consents, MI Necessary Consents, MVT Necessary Consents and MVT Holding Necessary Consents and all other consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of Transactions (collectively, the other Transactions “Required Approvals”) and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain all Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the date hereof, and (B) all other necessary filings with other Governmental Entities relating to the Transactions as promptly as reasonably practicable, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to such Applicable Laws or by such authorities and to use its reasonable best efforts to cause the expiration or termination of the applicable waiting period expirations periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsfrom such authorities as soon as reasonably practicable. (b) In Investor, on the one hand, and MI Corp., MVT Corp. and MVT Holding, on the other hand, shall, in connection with and without limiting the foregoingefforts referenced in Section 6.4(a) to obtain all Required Approvals, 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, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each other such necessary information and reasonable assistance as the other may request 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 preparation other party of any required filings communication received by such party from, or submissions with given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (“FTC”), the Board of Governors of the Federal Reserve System (the “FRB”), or any other Governmental Entity and will cooperate in responding to of any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations material communication received 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 given in connection with any proceeding by a private party, in each case regarding any of the Merger Transactions and (iii) permit 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 party to review any communication given by it to, participate independently and consult with each other in advance of any meeting or engage conference with, the DOJ, the FTC, the FRB or any such other Governmental Entity or, in any substantive conversation connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC, the FRB or such other applicable Governmental Entity in respect of any filing, investigation or other inquiry without giving Person, give the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entitymeetings and conferences. (c) In connection furtherance and not in limitation of the covenants of the parties contained in Section 6.4(a) and Section 6.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) to prohibit or make illegal the Transactions, or if executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make any of the Transactions illegal or would otherwise prohibit or materially impair or delay the consummation of any of the Transactions, each of MI Corp., MVT Corp., MVT Holding and Investor shall cooperate in all respects with obtaining each other and use its respective reasonable best efforts, to contest and resist any approval such action or consent 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 any of the Transactions and to have such executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the Transactions. Without limiting the generality of the foregoing, each of Investor, MI Corp., MVT Corp., and MVT Holding will agree to any restrictions or modifications, or take any action or enter into any settlement or other agreement or binding arrangement to sell, hold, separate or otherwise dispose of any assets, including the capital stock of any Subsidiary, suggested or requested by any Governmental Entity in order to facilitate the receipt of any Required Approval (including modifications to the Shareholders Agreement, the Administrative Services Agreement, or the Continuing Business Agreements), so long as such restrictions, modifications, sales, disposals or other actions would not, individually or in the aggregate, (i) reasonably be expected to have a Material Adverse Effect on MVT Corp. or MVT Holding, (ii) reasonably be expected to have a material adverse effect on MI Corp., (iii) materially detract from the expected financial benefits from the Transaction to the MI Group or (iv) in the case of Investor, result in (A) an increase in the Purchase Price or a decrease in the percentage of fully diluted shares of MVT Holding Common Stock represented by the Investor Share Number or (B) Investor or any Affiliate of Investor (other than members of the MVT Group) becoming subject to bank regulation or supervision (including being required to register as a bank holding company), other than any bank regulation that Investor or such Affiliates are, or become subject to, for reasons unrelated to the Transactions; it being understood that no modification to the provisions of Section 6.2 hereof or Sections 1.1 or 1.2 of the Shareholders Agreement shall be considered to have any of the effects referred to in the foregoing clauses (i) through (iv). (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 shall (i) limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(c) so long as such party has complied with its obligations under this Section 6.4, (ii) limit MI Corp.’s right to make a Change in the MI Recommendation in accordance with Section 6.5, or (iii) limit MI Corp.’s ability to enter into any MI Acquisition Agreement so long as MI Corp. has previously terminated this Agreement pursuant to Section 8.1(h) and paid Investor the Termination Fee in accordance with the terms of Section 8.2(c). (e) Except as set forth in Section 6.4(c) after giving effect to the limitations set forth therein, nothing in this Section 6.4 shall require any of Investor, MI Corp. or MVT Corp., MVT Holding or any of their respective Subsidiaries to take any action or enter into any settlement or other agreement or binding arrangement that requires such Person to sell, hold separate or otherwise dispose of any businesses, product lines or assets of MI Corp., MVT Corp., MVT Holding Investor or any of their Subsidiaries including the capital stock of any such Subsidiary. This Section 6.4 shall not be deemed to address the obligations of the parties with respect to the MergerPrivate Letter Ruling, neither which are addressed in Section 6.10, the Company nor any Subsidiary Debt Financing, which are addressed in Section 6.13 or, with respect to the obligations of MI Corp. and its Subsidiaries, the Company shall pay or commit to pay to any Person whose approval or consent is being solicited any cash or other considerationSurplus and Solvency Opinions, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of Parent. The parties shall cooperate to obtain such consentswhich are addressed in Section 6.17.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Merger and the other Transactions transactions contemplated by this Agreement 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, filings and other documents Tax ruling requests and to obtain as promptly as practicable all waiting period expirations or terminations, Grizzly Approvals and Burgundy Approvals and all other consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and authorizations clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity Authority in order to consummate the Merger or any of the other Transactions and transactions contemplated by this Agreement (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessarynecessary 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, subject work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege. Notwithstanding anything to the limitations contrary in this Section 6.88.7, materials provided to the other party or its outside counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (i) 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 20 Business Days after the date hereof, (ii) appropriate 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 (iii) all other necessary filings with other Governmental Authorities relating to the Merger, and, in each case, to obtain all supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting period expirations periods under the HSR Act and the receipt of the Approvals under such other applicable Laws or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) from such authorities as soon as practicable. In connection with and without limiting the foregoing, each of Grizzly and Merger Sub, on the parties shall give any required notices to third partiesone hand, and each of Burgundy and Spinco, on the parties shall useother hand, and cause each of their respective Subsidiaries and Affiliates shall, in connection with the efforts referenced in this Section 8.7 to useobtain all Approvals, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each other such necessary information and reasonable assistance as the other may request 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 preparation other party of any required filings communication received by such party from, or submissions 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 Authority and of any material communication received or given in connection with any Governmental Entity proceeding by a private party, in each case regarding any of the transactions contemplated hereby (and will cooperate in responding to each case, if any inquiry from such communication is in writing, share a Governmental Entity, including promptly informing copy with the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, party) and supplying each (iii) permit the 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 any communication to be given by it to, and consult with each other in advance 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 meeting or material telephone call with, the DOJ, the FTC or written materials submitted toany such other Governmental Authority or, any Governmental Entity in connection with the Merger and the other Transactionsany proceeding by a private party, 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 filingother Person, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, and to the extent permitted by the DOJ, the FTC or such other applicable LawGovernmental Authority or other Person, without giving give the other parties party the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entitymeetings and conferences. (cb) In connection with obtaining Without limiting this Section 8.7, but subject to the next sentence of this Section 8.7(b), each of the parties agrees to take, or to cause to be taken, any approval and all steps and to make any and all undertakings necessary to avoid or consent from eliminate each and every impediment under any Person antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the MergerMerger so as to enable the Closing to occur as soon as reasonably possible, neither including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the Company nor sale, divestiture, licensing or disposition of such assets or businesses of Spinco (or the Spinco Subsidiaries) or Grizzly (or the Grizzly Subsidiaries), as applicable, or otherwise taking or committing to take actions that limit Spinco’s or the Spinco Subsidiaries’ or Grizzly’s or the Grizzly Subsidiaries’, as applicable, freedom of action with respect to, or their ability to retain, any Subsidiary of the Company businesses, product lines or assets of Spinco (or the Spinco Subsidiaries) or Grizzly (or the 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 pay be contingent on consummation of the Merger. Notwithstanding the foregoing, the obligations of this Section 8.7(b) (i) shall not apply to each of the parties if compliance with this Section 8.7(b) would result in, or commit would reasonably be expected to pay result in, a Material Adverse Effect on the Eagle Business and (ii) for the avoidance of doubt, shall not require Burgundy to agree to any Person whose approval sale, divestiture, licensing or consent is being solicited disposition of any cash assets or other considerationbusinesses, make or restriction or change in the ownership, conduct or operations of any accommodation assets or commitment or incur any liability or other obligation to such Person without businesses, that are not included in the prior written consent of Parent. The parties shall cooperate to obtain such consentsEagle Business.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate the Merger and the other Transactions transactions contemplated by this Agreement 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, tax ruling requests and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, tax rulings 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 transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain all such waiting period expirations or terminations, consents, clearances, 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 below) 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 use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 5.3(a) shall require any of Xxxx-XxXxx and its Subsidiaries or Oryx and its Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of Xxxx-XxXxx, Oryx or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken together, after giving effect to the Merger. (b) In Each of Xxxx-XxXxx and Oryx shall, in connection with the efforts referenced in Section 5.3(a) to obtain all requisite approvals and without limiting authorizations for the foregoingtransactions contemplated by this Agreement under the HSR Act or any other Regulatory Law, 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, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each 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 submission and 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 andinquiry, to the extent permitted including any proceeding initiated by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.a

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws laws and regulations to consummate the Merger and the other Transactions transactions contemplated by this Agreement 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, Necessary Consents and all other consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and authorizations clearances 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 transactions contemplated by this Agreement (collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each of Xxxxxxxx and Xxxxx agrees (i) to make, as promptly as practicable, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) appropriate filings with the European Commission, if required, in accordance with applicable competition, merger control, antitrust, investment or similar laws, and (C) all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable and (ii) not to extend any waiting period expirations under the HSR Act or terminationsenter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, consentsexcept with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary in this Agreement, clearancesneither Xxxxxxxx nor Tosco nor any of their respective Subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, waiversor to take or agree to take any action or agree to any imitation that could reasonably be expected to have a Material Adverse Effect on Xxxxxxxx or Xxxxx or to substantially impair the benefits to Xxxxxxxx expected, licensesas of the date hereof, registrationsto be realized from consummation of the Merger, permitsand neither Xxxxxxxx or Xxxxx shall be required to agree to or effect any divestiture, authorizations, orders and approvalshold separate any business or take any other action that is not conditional on the consummation of the Merger. (b) In Each of Tosco and Xxxxxxxx shall, in connection with and without limiting the foregoingefforts referenced in Section 6.4(a) to obtain all Required Approvals, 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, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings filing or submissions submission and in connection with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entityinvestigation or other inquiry, including promptly informing any proceeding initiated by a private party, (ii) subject to applicable law, permit 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 any proposed written communication between it and any Governmental Entity, (iii) promptly inform each other of the parties will consult the others on(and, all the information relating to at the other and each of their Affiliates that appears in party's reasonable request, supply to such other party) any filing made withcommunication (or other correspondence or memoranda) received by such party from, or written materials submitted given by such party to, the DOJ, 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 Merger transactions contemplated hereby, and the (iv) consult with each other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To in advance to the extent reasonably practicable, none practicable of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage conference with the DOJ, the FTC or any other Governmental Entity or, in any substantive conversation connection with any Governmental Entity in respect of proceeding by a private party, with any filingother Person, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, and to the extent permitted by the DOJ, the FTC or such other applicable LawGovernmental Entity or other Person, without giving give the other parties party the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entitymeetings and conferences. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary furtherance and not in limitation of the Company covenants of the parties contained in Section 6.4(a) and 6.4(b), 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, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger or the other transactions contemplated hereby, each of Tosco and Xxxxxxxx shall pay cooperate in all respects with each other and use its respective reasonable best efforts, including, subject to Section 6.4(a), selling, holding separate or commit otherwise disposing of or conducting their business in a specified manner, or agreeing to pay to any Person whose approval sell, hold separate or consent is being solicited any cash otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other considerationdisposition of, make any accommodation assets of Xxxxxxxx, Xxxxx or commitment their respective Subsidiaries or incur the conducting of their business in a specified manner, to contest and resist any liability such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other obligation 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 Person without statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the prior written consent transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of Parent. The parties this Agreement, nothing in this Section 6.4 shall cooperate limit a party's right to obtain terminate this Agreement pursuant to Section 8.1(b) or 8.1(c) so long as such consentsparty has up to then complied with its obligations under this Section 6.4. (d) Each of Xxxxxxxx and Xxxxx and their respective Boards of Directors shall, if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated hereby, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to applicable law and to the terms and conditions of this Agreementherein provided for, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective, in the Merger and most expeditious manner practicable, the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement (other Transactions than as soon expressly provided for in Section 1.01) shall obligate Parent or Purchaser to keep the Offer open beyond the expiration date set forth in the Offer (as practicable after it may be extended from time to time). Without limiting the date hereofforegoing, including (i) preparing each of the Company, Parent and filing Purchaser shall use its reasonable best efforts to make promptly any required submissions under the HSR Act which the Company or otherwise providingParent determines should be made, in consultation each case, with respect to the other party and as promptly as practicable and advisable after the date hereofOffer, 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 Stockholder Tender Agreement and the transactions contemplated hereby and thereby and (ii) taking all steps as may Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be necessaryor should be made or consents, subject 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 other parties to loan agreements or other contracts or instruments material to the limitations Company's business in connection with the consummation of the transactions contemplated by this Section 6.8Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all timely any such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders 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 approvalsdirectors of each party to this Agreement shall take all such necessary action. (b) In connection with and without limiting the foregoingevent that any action, each of suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties shall give any required notices hereto agree to third parties, cooperate and each of the parties shall use, and cause each of use their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information defend vigorously against it 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityrespond thereto. (c) In connection with obtaining Nothing in this Agreement shall obligate Parent, Purchaser or any approval of their respective Subsidiaries or consent from affiliates to agree (i) to limit in any Person with respect manner whatsoever or not to exercise any rights of ownership of any securities (including the MergerShares), neither or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the Company nor any Subsidiary business, assets or properties of the Company shall pay or commit any of its Subsidiaries or (ii) to pay limit in any manner whatsoever the ability of such entities (A) to any Person whose approval conduct their respective businesses or consent is being solicited any cash own such assets or other consideration, make any accommodation properties or commitment to conduct the businesses or incur any liability own the properties or other obligation assets of the Company and its Subsidiaries or (B) to such Person without control their respective businesses or operations or the prior written consent businesses or operations of Parent. The parties shall cooperate to obtain such consentsthe Company and its Subsidiaries.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.4(d)), each of the AMID Entities, on the one hand, and the JPE Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to 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), (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 will necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions 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. (b) 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 takentaken (including by their respective Subsidiaries), all other actions and consistent with this Section 5.4 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of any applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions HSR Act as soon as practicable after (and in any event no later than the date hereofOutside Date); and (ii) JPE and AMID 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 transactions contemplated hereby, including 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) preparing and cooperate in all respects with each other in connection with any filing or otherwise providingsubmission with a Governmental Authority in connection with the transactions contemplated hereby, including by providing the other parties a reasonable opportunity to review and comment 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, (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 Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in consultation each case regarding any of the transactions contemplated hereby, (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the 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 the Governmental Authority or other Person, give the other party the opportunity to attend and participate 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 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 AMID shall consult in advance with JPE and in good faith take JPE’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) AMID and JPE (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 advisable after in any event no later than 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 and (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. (b) In connection with and without limiting Outside Date. Notwithstanding the foregoing, each of the parties this clause (d) shall give not impose any required notices requirement on AMID or JPE to third partiesdispose, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 withtransfer, or written materials submitted to, separate 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 assets 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityoperations. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries and, solely with respect to the Company, the Joint Venture Entities 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 actions, and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the Merger most expeditious manner reasonably practicable and in any event prior to the other Transactions as soon as practicable after Termination Date, the date hereofTransactions, including (iA) taking all such actions contemplated by the terms of the Statutory Merger Agreement, (B) otherwise 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 applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and (C) executing and delivering any additional instruments necessary to consummate the Transactions on the terms contemplated herein, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or 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 are necessary, proper or advisable to avoid any 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 the Transactions; provided that nothing in this Section 5.04 or otherwise in this Agreement or the Statutory Merger 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 (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 would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition; provided, further, that without the prior written consent of Parent, the Company and its Affiliates shall not, in connection with its obligations to use reasonable best efforts to obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions, take or refrain from or agree to the taking or refraining from any action (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 would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition. (b) Subject to the terms and conditions of this Agreement, the Company 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 Takeover Law become applicable to any of the 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) Without limiting the general applicability of Section 5.04(a), each of the Company and Parent shall, in consultation and cooperation with the other and as promptly as practicable following the date of this Agreement, file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice the notification and report form, if any, required under the HSR Act with respect to the Transactions, and (ii) all appropriate documents, forms, filings or submissions required under any non-U.S. Antitrust Laws. Any such filings shall be in material compliance with the requirements of applicable Law. Each of the parties shall, in connection with the efforts referenced in Section 5.04(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 any documents, forms, filings or submissions contemplated by the first sentence of this Section 5.04(c), (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, 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, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable Law or by the applicable Governmental Authority, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any Governmental Authority in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or substantive conversation, (C) in the 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 permitted by applicable Law or such Governmental Authority, 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 expirations under any applicable Antitrust Law or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary enter into any agreement with a Governmental Authority to delay in any material respect or advisable to be obtained from any third party and/or any Governmental Entity in order not to consummate the Merger or any of the other Transactions and (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. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The the other parties hereto, which shall cooperate to obtain not be unreasonably withheld, conditioned or delayed in the context of seeking such consentsa delay.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable this Agreement and Applicable Laws to consummate the Merger and the other Transactions transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) taking all reasonable actions to cause the conditions set forth in Article VIII to be satisfied as promptly as reasonably practicable; (ii) 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, petitions and other documents filings and to obtain as promptly as practicable the Tax Ruling, all waiting period expirations or terminations, Alpha Necessary Consents and Conexant Necessary Consents and all other consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and authorizations clearances 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 transactions contemplated by this Agreement (collectively, the "Required Approvals") and (iiiii) taking all reasonable steps as may be necessarynecessary to obtain all Required Approvals. In furtherance and not in limitation of the foregoing, subject each party hereto agrees to make (i) an appropriate filing of a Notification and Report Form pursuant to the limitations HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof, (ii) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws, and (iii) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such Applicable Laws or by such authorities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or from such authorities as soon as practicable. Notwithstanding the foregoing, nothing in this Section 6.87.4 shall require any of Alpha and its Subsidiaries, Conexant and its Subsidiaries, Washington and its Subsidiaries or the Combined Company and its Subsidiaries to sell, hold separate or otherwise dispose of any assets of Alpha, Conexant, Washington, the Combined Company or their respective Subsidiaries (including the capital stock of any Subsidiary) or conduct their business in a specified manner, or agree to do so, whether as a condition to obtaining any approval from a Governmental Entity or any other Person or for any other reason, if such sale, holding separate or other disposition or the conduct of their business in a specified manner is not conditioned on the Closing or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Combined Company and its Subsidiaries, after giving effect to the Merger (or, only with respect to Conexant and its Subsidiaries, to obtain all such waiting period expirations or terminationshave a Material Adverse Effect on Conexant and its Subsidiaries, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsafter giving effect to the Distribution). (b) In Each of Alpha, on the one hand, and Conexant and Washington, on the other hand, shall, in connection with and without limiting the foregoingefforts referenced in Section 7.4(a) to obtain all Required Approvals, 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, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each other such necessary information and reasonable assistance as the other may request 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 preparation other party of any required filings communication received by such party from, or submissions with 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 will cooperate in responding to of any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations material communication received 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 given in connection with any proceeding by a private party, in each case regarding any of the Merger transactions contemplated hereby, and (iii) permit 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 party to review any communication given by it to, participate independently and consult with each other in advance of any meeting or engage conference with, the DOJ, the FTC or any such other Governmental Entity or, in any substantive conversation connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Entity in respect of any filing, investigation or other inquiry without giving Person, give the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entitymeetings and conferences. (c) In connection furtherance and not in limitation of the covenants of the parties contained in Section 7.4(a) and Section 7.4(b), 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 Applicable Laws, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger or the other transactions contemplated hereby, each of Conexant and Alpha shall cooperate in all respects with obtaining each other and use its respective reasonable best efforts, including, subject to the last sentence of Section 7.4(a), selling, holding separate or otherwise disposing of any approval assets of Alpha or consent from its Subsidiaries or the Washington Companies (including the capital stock of any Person Subsidiary) or conducting their business (in the case of Conexant, only with respect to the MergerWashington Business) in a specified manner, neither the Company nor or agreeing to do so, to contest and resist any Subsidiary 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 Company Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.4 shall pay limit a party's right to terminate this Agreement pursuant to Section 9.1(b) or commit Section 9.1(c) so long as such party has complied with its obligations under this Section 7.4. (d) Each of Alpha, Conexant and Washington shall cooperate with each other in obtaining opinions of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to pay Alpha, and Chadbourne & Parke LLP, cxxxxxx to any Person whose approval or consent is being solicited any cash or other considerationXxxxxant and Washington, make any accommodation or commitment or incur any liability or other obligation to satixxx xxx xxndixxxxx set forth in Section 8.2(c) and Section 8.3(c). In connection therewith, each of Alpha and Conexant shall deliver to such Person without the prior written consent of Parent. The parties shall cooperate counsel customary representation letters in form and substance reasonably satisfactory to obtain such consentscounsel.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall use its reasonable best efforts to make promptly any required submissions under the HSR Act or the EC Merger Regulation and any submissions under any applicable foreign Competition Laws that are required to be made or which the Company and Parent mutually agree should be made, in each case, with respect to the Offer, the Merger and the other Transactions as soon as practicable after the date hereoftransactions contemplated hereby, 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 and (ii) taking all steps as may Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be necessaryor should be made or consents, subject approvals, permits or authorizations are required to be or should be obtained under any Law or whether any consents, approvals or waivers are required to be or should be obtained from other parties to Contracts or instruments material to the limitations Company’s business in connection with the consummation of the transactions contemplated by this Section 6.8Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain all such waiting period expirations or terminations, timely any consents, clearances, waivers, licenses, registrations, permits, authorizations, orders approvals or waivers required to be made or which the Company and approvalsParent mutually agree should be made. (b) In connection with and without limiting the foregoingevent that any action, each of suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties shall give any required notices hereto agree to third parties, cooperate and each of the parties shall use, and cause each of use their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain defend vigorously against it and respond thereto and to have vacated, lifted, reversed or overturned any third party consents decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that are necessaryis in effect and that prohibits, proper prevents or advisable to consummate the Merger. Each restricts consummation of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 transactions contemplated by 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will the Company and Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws Applicable Law to consummate in the Merger and most expeditious manner possible the other Transactions as soon as practicable after the date hereoftransactions contemplated by this Agreement, 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, with any Governmental Authority or other third party all documentation to effect all necessary applicationsfilings, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, ordersstatements, registrations, approvalssubmissions of information, permitsapplications and other documents, 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 and (ii) taking all steps as may appropriate actions, and doing, or causing to be done, all things necessary, subject proper or advisable under Applicable Laws to consummate and make effective the limitations in transactions contemplated by this Section 6.8Agreement, 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, including using its reasonable best efforts to obtain any and maintain all approvals, consents, registrations, permits, licenses, certificates, variances, exemptions, orders, franchises, authorizations and other confirmations of all Governmental Authorities or other third party consents parties that are necessary, proper or advisable to consummate the Merger. Each of transactions contemplated by this Agreement and to fulfill the parties will furnish conditions to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of transactions contemplated by this Agreement, (iii) defending any required filings actions, suits, claims, investigations or submissions with proceedings threatened or commenced by any Governmental Entity and will cooperate in responding Authority or arbitrator relating to any inquiry from a Governmental Entitythe transactions contemplated by this Agreement, including promptly informing seeking to have any stay, temporary restraining order or preliminary injunction entered by any Governmental Authority or arbitrator vacated or reversed, and (iv) cooperating to the extent reasonable with the other parties of such inquiry, consulting hereto in advance before making any presentations or submissions their efforts to a Governmental Entity, and supplying each other comply with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to their obligations under 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (cb) In connection with obtaining any approval or consent from any Person furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Mergertransactions contemplated hereby and all other filings required (1) under any applicable non-US antitrust or competition laws (together with the HSR Filings, neither the “Antitrust Filings”) and (2) under any other applicable competition, merger control, antitrust or similar law that the Company nor and Parent deem advisable or appropriate with respect to the transactions contemplated hereby as promptly as practicable and in any Subsidiary event within fifteen (15) Business Days of the Company date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to 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 as soon as practicable. In addition, Parent shall pay use its commercially reasonable efforts to take or commit cause to pay be taken all actions necessary, proper or advisable to obtain any Person whose consent, waiver, approval or consent is being solicited authorizations relating to the HSR Act or similar non-US laws that are required for the consummation of the transactions contemplated by this Agreement, which efforts shall include, without limitation, the proffer by Parent of its willingness to accept an order providing for the divestiture by Parent of such of its assets and businesses as are necessary to fully consummate the transactions contemplated by this Agreement, and an offer to hold separate such assets and businesses pending such divestiture. In the event that the FTC or the DOJ or any cash other Governmental Authority or other considerationarbitrator requires the divestiture or the holding separate by Parent of any assets, make any accommodation no adjustment shall be made to the Merger Consideration and Parent shall be required to hold such assets separate, or commitment or incur any liability or other obligation to such Person without divest them, as the prior written consent of Parent. The parties shall cooperate to obtain such consentscase may be, following the Closing.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under applicable this Agreement and Applicable Laws to consummate the Merger and the other Transactions transactions contemplated by this Agreement as soon as reasonably 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, filings and other documents Tax ruling requests and to obtain as promptly as practicable all waiting period expirations or terminationsRegis Necessary Consents, Xxxxxxx-Xxxxxx Necessary Consents and Spinco Necessary Consents and all other consents, clearances, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and authorizations clearances 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 transactions contemplated by this Agreement (collectively, the “Required Approvals”) and (ii) taking all reasonable steps as may be necessary, subject to the limitations in this Section 6.8, necessary to obtain all Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable after the date hereof, (B) appropriate filings, if any are required, with the European Commission and/or other foreign regulatory authorities in accordance with applicable competition, merger control, antitrust, investment or similar Applicable Laws (“Foreign Competition Laws”) and (C) all other necessary filings with other Governmental Entities relating to the Merger, and, in each case, to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to such Applicable Laws or by such authorities and to use its reasonable best efforts to cause the expiration or termination of the applicable waiting period expirations periods under the HSR Act and the receipt of the Required Approvals under such other Applicable Laws or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsfrom such authorities as soon as reasonably practicable. (b) In Each of Regis, Merger Sub and Subco, on the one hand, and Xxxxxxx-Xxxxxx and Spinco, on the other hand, shall, in connection with and without limiting the foregoingefforts referenced in Section 7.4(a) to obtain all Required Approvals, 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, use its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the (i) cooperate in all respects with each other such necessary information and reasonable assistance as the other may request 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 preparation other party of any required filings communication received by such party from, or submissions with given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the FTC or any other Governmental Entity and will cooperate in responding to of any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations material communication received 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 given in connection with any proceeding by a private party, in each case regarding any of the Merger transactions contemplated hereby and (iii) permit 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 party to review any communication given by it to, participate independently and consult with each other in advance of any meeting or engage conference with, the DOJ, the FTC or any such other Governmental Entity or, in any substantive conversation connection with any proceeding by a private party, with any other Person, and to the extent appropriate or permitted by the DOJ, the FTC or such other applicable Governmental Entity in respect of any filing, investigation or other inquiry without giving Person, give the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or and participate (whether by telephone or in person) in any such meeting with such Governmental Entitymeetings and conferences. (c) In connection furtherance and not in limitation of the covenants of the parties contained in Section 7.4(a) and Section 7.4(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) to prohibit or make illegal the Merger or any of the transactions contemplated hereby, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger or the other transactions contemplated hereby, each of Xxxxxxx-Xxxxxx, Spinco, Merger Sub, Subco and Regis shall cooperate in all respects with obtaining each other and use its respective reasonable best efforts, to contest and resist any approval such action or consent from proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. (d) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.4 shall (i) limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) or Section 9.1(c) so long as such party has complied with its obligations under this Section 7.4 or (ii) limit Regis’s or Xxxxxxx-Xxxxxx’x right to make a Change in the Regis Recommendation or a Change in the Xxxxxxx-Xxxxxx Recommendation, as the case may be, in accordance with Section 7.5. (e) Nothing in this Section 7.4 shall require any of Xxxxx, Xxxxxxx-Culver or Spinco or any of their respective Subsidiaries to take any action or enter into any settlement or other agreement or binding arrangement that limits such Person’s freedom of action with respect to or that requires such Person to sell, hold separate or otherwise dispose of any businesses, product lines or assets of Xxxxxxx-Xxxxxx, Xxxxx or any of their Subsidiaries including the capital stock of any such Subsidiary. This Section 7.4 shall not be deemed to address the obligations of the parties with respect to the MergerPrivate Letter Ruling, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consentswhich are addressed in Section 7.15.

Reasonable Best Efforts. (a) Subject to Sections 5.2, 7.1(b) and 7.1(c), the terms Company and conditions of this Agreement, Parent shall each party will cooperate with the other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take, promptly (i) take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things necessary, proper or advisable under this Agreement and applicable Laws laws to consummate and make effective the Merger and the other Transactions transactions contemplated by this Agreement as soon as practicable after the date hereofpracticable, including (i) including, without limitation, preparing and filing or otherwise providing, in consultation with the other party promptly and as promptly as practicable and advisable after the date hereof, fully all documentation to effect all necessary applicationsfilings, notices, petitions, filingsstatements, registrations, submissions of information, applications and other documents and to (ii) obtain as promptly soon as practicable all waiting period expirations or terminationsapprovals, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, authorizations and authorizations necessary or advisable other confirmations required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions and (ii) taking all steps as may be necessarygovernmental body, subject to the limitations in this Section 6.8agency, to obtain all such waiting period expirations authority 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 any third party consents that official which are necessary, proper or advisable to consummate the MergerMerger and the other transactions contemplated by this Agreement. Each The Company and Parent shall submit the notifications required under the HSR Act relating to the Merger within ten (10) Business Days of the parties will furnish date of this Agreement and shall prepare and file such other materials as may be required under any other applicable Antitrust Laws with respect to the other such necessary information Merger in the jurisdictions set forth on Section 7.1 of the Company Disclosure Schedules as promptly as practicable. Prior to Closing, and reasonable assistance as subject to applicable laws relating to the exchange of information, the Company and Parent shall each keep the other may request apprised of the status of matters relating to the completion of the Merger and work cooperatively in connection with obtaining all required approvals or consents of any governmental agency, body, authority or entity in connection with the preparation of any required filings or submissions with any Governmental Entity Merger. The Company 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 Parent shall have the right to review in advance advance, and each of the parties will consult the others on, other to provide any necessary information with respect to all the information relating to the other and each of their Affiliates that appears in any filing filings made with, or written materials submitted to, any Governmental Entity third party and/or any governmental agency, body, authority or entity in connection with the Merger and the other Transactionstransactions contemplated by this Agreement. The Company and Parent shall each promptly inform the other party, except that confidential competitively sensitive business information may be redacted and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from such exchanges. To any governmental agency, body, authority or entity regarding the extent reasonably practicableMerger, none of and provide the parties shall, nor shall they permit their respective Representatives to, other party with the opportunity to participate independently in any meeting or engage in any substantive conversation with any Governmental Entity governmental agency, body, authority or entity in respect of any filing, investigation or other inquiry without giving in connection with the transactions contemplated hereby; provided that notwithstanding anything to the contrary in this Section 7.1, Parent shall have the principal responsibility for determining and implementing the strategy for obtaining any necessary antitrust clearance, consents or approvals (including with respect to timing and potential ways to address any concerns that may be raised) and shall lead and direct all submissions to, meetings, negotiations and communications with any governmental agency, body, authority or entity or other party in connection with antitrust matters with respect to any Antitrust Law, and shall do so in a manner reasonably designed to obtain any such clearance, consents or approvals prior notice of such meeting or conversation and, to the extent permitted by applicable LawEnd Date; but provided, without giving further, that the other parties the opportunity to attend or participate (whether by telephone or in person) foregoing shall not limit in any such meeting with such Governmental Entity. (c) In connection with obtaining respect any approval party’s obligations under this Agreement. If either party receives a request for additional information or consent documentary material from any Person governmental agency, body, authority or entity with respect to the Merger, then such party will use its reasonable best efforts to make, or cause to be made, promptly and after consultation with the other party, an appropriate response in compliance with such request. Subject to applicable laws or any request made by any applicable governmental agency, body, authority or entity (including the staff thereof), the Company and Parent shall each furnish to each other copies of all correspondence, filings and written communications between it and any such governmental agency, body, authority or entity with respect to this Agreement and the Merger, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its preparation of filings or submissions of information to any such governmental agency, body, authority or entity; provided that materials provided pursuant to this Section 7.1(a) may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns. (b) Without limiting Section 7.1(a), Parent and the Company shall, subject to Section 7.1(c), as applicable: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date (as defined in Section 9.1(b)(i)), including without limitation defending through litigation on the merits any claim asserted in any court by any Person; and (ii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any governmental agency, body, authority or entity with respect to the Merger (collectively, “Antitrust Laws”) so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of Parent, the Company and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit Parent or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of Parent, the Company and their respective 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 or materially delaying the Closing. Parent and, if requested by Parent, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Parent or Parent’s Subsidiaries’ ability to retain, any of the businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries; provided that any such action is conditioned upon the consummation of the Merger. The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 7.1, in connection with any filing or submission required, action to be taken or commitment to be made by Parent, the Company or any of their respective Subsidiaries to consummate the Merger or other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company’s Subsidiaries shall, without Parent’s prior written consent, sell, divest, or dispose of any assets, license of any Company Intellectual Property, commit to any sale, divestiture or disposal of businesses, product lines or assets of the Company shall pay and the Company’s Subsidiaries or any license of Company Intellectual Property or take any other action or commit to pay take any action that would limit the Company’s, Parent’s or any of their respective Subsidiaries’ freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets or Company Intellectual Property; provided that the foregoing shall not relieve any party of its obligations under this Agreement. (c) Notwithstanding anything else contained herein, neither the provisions of this Section 7.1 nor any other provision of this Agreement shall be construed to require Parent or any of Parent’s Subsidiaries to undertake (or to request or authorize the Company or any of the Company’s Subsidiaries to undertake) any efforts or to take any action if such efforts or action would, or would reasonably be expected to, result in a Substantial Detriment. “Substantial Detriment” shall mean changes or effects which would, individually or in the aggregate (and after giving effect to any Person whose approval reasonably expected proceeds of any divestiture or consent is being solicited sale of assets), result in, or be reasonably likely to result in, a Company Material Adverse Effect, at or after the Effective Time; provided that any cash requirement to divest or hold separate, or limit the operation of, any division, Subsidiary, interest, business, product line, asset or property relating to the operations conducted by Parent and its Subsidiaries prior to the Effective Time shall be deemed to result in a Substantial Detriment if such action with respect to a comparable amount of assets or businesses of the Company and its Subsidiaries, taken together with all other considerationactions taken pursuant to this Section 7.1, make any accommodation would be reasonably likely, in the aggregate, to have a Company Material Adverse Effect, at or commitment or incur any liability or other obligation to such Person without after the prior written consent of Parent. The parties shall cooperate to obtain such consentsEffective Time.

Reasonable Best Efforts. (a) Subject to the terms Seller and conditions of this Agreement, each party will Buyer shall cooperate and use its their respective reasonable best efforts to takefulfill as promptly as practicable the conditions precedent to the other party's obligations hereunder, or cause to be takenincluding securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, Buyer and Seller will make all actions filings and to do, or cause to be done, all things necessary, proper or advisable under submissions required by any applicable Laws to consummate the Merger and the other Transactions promptly file any additional information requested as soon as practicable after receipt of such request therefor. Subject to applicable law and the date hereofinstructions of any Government Entity, Seller and Buyer each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including (i) preparing and filing or otherwise providing, in consultation with promptly furnishing the other party with copies of notices or other communications received by Seller and Buyer, as promptly as practicable and advisable after the date hereofcase may be, all documentation to effect all necessary applicationsor any of their respective Subsidiaries, 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 Government Entity in order with respect to consummate the Merger or any of the other Transactions and (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 approvalstransactions. (b) In connection with ROI shall promptly prepare 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection file with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from SEC 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 definitive Proxy Statement with respect to this Agreementthe Transaction (the "Proxy Statement"). To As promptly as practicable after such filing and subject to any SEC review period, ROI shall mail the extent reasonably practicableProxy Statement to its stockholders. ROI agrees, the parties as to itself and their Representatives shall have the right to review in advance and each of the parties will consult the others onits Subsidiaries, 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 shallinformation supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, nor shall at the date of mailing to stockholders and at the time of the Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they permit their respective Representatives towere made, participate independently not misleading. ROI will cause the Proxy Statement to comply as to form in any meeting or engage in any substantive conversation all material respects with any Governmental Entity in respect the applicable provisions of any filingthe Securities Exchange Act of 1934, investigation or other inquiry without giving as amended, and the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityrules and regulations thereunder. (c) ROI will take, in accordance with applicable law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of its stockholders (the "Stockholders Meeting") as promptly as reasonably practicable following the date of this Agreement to consider and vote upon the adoption of this Agreement and approval of the Transaction. ROI's Board of Directors shall recommend such adoption or approval, as the case may be, and shall take all lawful action to solicit such approval. In connection with obtaining any approval or consent from any Person with respect the event that subsequent to the Mergerdate hereof, neither ROI's Board of Directors determines that this Agreement or the Company nor any Subsidiary of Transaction is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement or the Company Transaction, ROI shall pay or commit nevertheless submit this Agreement 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 its stockholders for adoption at the prior written consent of Parent. The parties shall cooperate to obtain such consentsStockholders Meeting.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, OPCH and Amedisys will cooperate with each party other and use (and will use its cause their respective subsidiaries to use) their respective reasonable best efforts to take, or consummate the transactions contemplated by this Agreement and cause the conditions to the Merger set forth in Article VII to be takensatisfied as promptly as reasonably practicable, including by using their respective reasonable best efforts to accomplish the following (in connection with the consummation of the transactions contemplated by this Agreement, including the Merger) as promptly as reasonably practicable: (i) obtaining all actions actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and to do, other confirmations from any Governmental Entity or cause to be done, all things other person that are necessary, proper or advisable under applicable Laws to consummate the Merger and the other Transactions as soon as practicable after the date hereofadvisable, including (iii) preparing and filing or otherwise providingmaking all registrations, in consultation with the other party and as promptly as practicable and advisable after the date hereoffilings, all documentation to effect all necessary applicationsforms, notices, petitions, filingsstatements, submissions of information, applications and other documents and to obtain as promptly as practicable all waiting period expirations (including filings with Governmental Entities) that are necessary, proper or terminationsadvisable, 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 and (iiiii) taking all steps as may be necessary, subject proper or advisable to obtain an approval from, or to avoid an Action by, any Governmental Entity or other person, (iv) defending any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, including seeking to have any stay, temporary restraining order or injunction entered by any court of other Governmental Entity vacated or reversed and (v) executing and delivering any additional instruments that are reasonably necessary, proper or advisable to carry out fully the purposes of this Agreement. Each of OPCH and Amedisys shall, in consultation and cooperation with the other and as promptly as reasonably practicable (but in no event later than as required by Applicable Law, or later than ten business days from the date of this Agreement with respect to its filing under the HSR Act) make its filing under the HSR Act and any filings set forth on Section 7.1(c) of the OPCH Disclosure Letter. Neither OPCH nor Amedisys will withdraw any such filings or applications without the prior written consent of the other party. Notwithstanding anything to the limitations contrary contained in this Section 6.8Agreement, neither OPCH nor Amedisys, nor any of their respective subsidiaries, shall be required to obtain all such waiting period expirations (and Amedisys shall not, without OPCH’s prior written consent (which shall not be unreasonably withheld, conditioned or terminationsdelayed)), consentspay any material consent or other similar fee, clearancespayment or consideration, waivers, licenses, registrations, permits, authorizations, orders and approvalsmake any other material concession or provide any additional material security (including a guaranty) to any non-Governmental Entity third party in connection with seeking or obtaining its consent to the transactions contemplated by this Agreement. (b) In connection with and without limiting the foregoingefforts referenced in Section 6.3(a), each of the parties OPCH and Amedisys shall give any required notices to third partiesjointly develop, and each of the parties OPCH and Amedisys shall useconsult and cooperate in all respects with one another, and cause each consider in good faith the views of their respective Subsidiaries one another, in connection with the form and Affiliates content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the MergerAntitrust Law. Each of the parties will OPCH and Amedisys shall (i) furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings governmental filings, submissions or submissions other documents, (ii) promptly inform the other of any such filing, submission or other document and of any communication with or from any Governmental Entity regarding the transactions contemplated by this Agreement, and will permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any such filing, submission, document or communication and (iii) cooperate in responding making an appropriate response as promptly as reasonably practicable to any investigation or other inquiry from a Governmental EntityEntity or any Action initiated by a Governmental Entity or private party, including promptly informing notifying the other parties party of any such inquiryinvestigation, inquiry or Action, and consulting in advance before making any presentations or submissions to a Governmental Entity, or, in connection with any Action initiated by a private party, to any other person. Each of OPCH and supplying each Amedisys shall promptly make an appropriate response to any request for information, documentation, other with copies of all material correspondencematerial, filings or communications between either party and testimony by any Governmental Entity with respect Entity, including by using reasonable best efforts to this Agreement. To promptly make an appropriate response to any request for additional information, documents or other materials, including any “second request” under the extent reasonably practicableHSR Act, 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 received by any Party or any of their Affiliates that appears in any filing made with, or written materials submitted to, respective subsidiaries from any Governmental Entity in connection with such filings, submissions or in connection with proceedings under or relating to any Antitrust Law. Each of OPCH and Amedisys shall, in connection with the Merger transactions contemplated by this Agreement, promptly inform and consult with the other Transactionsin advance of any meeting, 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 conference or engage in any substantive conversation material communication with any Governmental Entity Entity, or, in respect of connection with any filingAction by a private party, investigation with any other person, and to the extent not prohibited by Applicable Law or other inquiry without giving by the applicable Governmental Entity, reasonably consult with the other party prior notice in advance of any such meeting meeting, conference or conversation andmaterial communication, to the extent permitted by applicable Law, without giving and give the other parties the party a reasonable opportunity to attend and participate therein, and if the other party does not participate, keep such party apprised with respect thereto. Each party shall furnish to the other copies of all filings, submissions, correspondence and communications between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity (or participate any other person in connection with any Action initiated by a private party), on the other hand, with respect to the transactions contemplated by this Agreement. Each party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (whether by telephone A) remove personally sensitive information, (B) remove references concerning the valuation of a party and its subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (C) comply with contractual arrangements, (D) prevent the loss of a legal privilege or in person(E) in any such meeting comply with such Governmental EntityApplicable Law. (c) In connection Between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, each party shall not (and shall ensure that its subsidiaries do not), consummate, enter into any agreement providing for, or announce, any investment, acquisition, divestiture or other business combination that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement or materially increase the risk of not obtaining any approval action, consent, approval, registration, waiver, permit, authorization, order expiration or consent termination of waiting periods or other confirmations from any Person with respect Governmental Entity that is a condition to the Merger, neither the Company nor any Subsidiary of the Company shall pay Closing pursuant to Section 7.1(b) 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 prior written consent of Parent. The parties shall cooperate to obtain such consentsSection 7.1(c).

Reasonable Best Efforts. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 5.3(d)), each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, 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 documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party will necessary, proper or advisable to consummate the Transactions. (b) In furtherance and not in limitation of the foregoing, (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 within ten (10) Business Days (or such longer period as the parties may mutually agree) following the commencement of the Offer pursuant to Section 1.1(a) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions and consistent with this Section 5.3 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of the applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions HSR Act as soon as practicable after and (ii) the date hereofCompany shall use its reasonable best efforts to (A) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (B) if any state takeover statute or similar Law becomes applicable to any of the Transactions, including (i) preparing and filing or otherwise providing, in consultation with take all action necessary to ensure that the other party and Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and advisable after otherwise minimize the date hereofeffect of such Law on the Transactions. (c) Each of the parties hereto shall use its reasonable best efforts to (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 party, (ii) keep the other party informed in all documentation to effect all necessary applicationsmaterial respects and on a reasonably timely basis of any material communication received by such party from, noticesor given by such party to, petitionsthe Federal Trade Commission, filingsthe Antitrust Division of the Department of Justice, or any other Governmental Authority and other documents and to obtain as promptly as practicable all waiting period expirations of any material communication received or terminationsgiven in connection with any proceeding by a private party, 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 each case regarding any of the other Transactions and (iiiii) taking all steps as may consult with each other in advance of and be necessary, subject permitted to attend any meeting or conference with such Governmental Authorities (to the limitations in this Section 6.8, extent not objected to obtain all by such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) In connection with and without limiting Governmental Authorities). Subject to applicable Laws relating to the foregoingexchange of information, 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 hereto shall have the right to review in advance advance, and to the extent practicable each of the parties will consult the others other on, all the information relating to the other parties and each of their Affiliates respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the Merger Transactions. (d) In furtherance and not in limitation of the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none covenants of the parties shallcontained in this Section 5.3, nor each of the parties hereto shall they permit their respective Representatives touse its reasonable best efforts to resolve such objections (including any injunction that may be imposed in connection with the Transactions), participate independently in any meeting or engage in any substantive conversation with any if any, as may be asserted by a Governmental Entity in respect of any filing, investigation Authority or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the MergerTransactions. Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor any Subsidiary of the Company shall pay or not, without Parent’s prior written consent, commit to pay any divestiture transaction or agree to any Person whose approval restriction on its business, and nothing in this Section 5.3 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 so long as such party has up to then complied in all material respects with its obligations under this Section 5.3, (ii) require Parent to offer, accept or consent is being solicited agree to (A) dispose or hold separate any cash part of its or other considerationthe Company’s businesses, make any accommodation operations, assets or commitment product lines (or incur any liability or other obligation to such Person without the prior written consent a combination of Parent. The parties shall cooperate ’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world or (D) pay any consideration (other than ordinary course filing, application or similar fees and charges) to obtain such consentsany approval, consent or waiver from a third party necessary, proper or advisable to consummate the Transactions or (iii) require any party to this Agreement to contest or otherwise resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the Transactions as violative of any Antitrust Law.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 5.4(d)), each of the Parent Entities, on the one hand, and the Company, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to 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), (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 hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties. For purposes of this Agreement, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a 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. (b) In furtherance and not in limitation of the foregoing, (i) each party will 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 fifteen (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 takentaken (including by their respective Subsidiaries), all other actions and consistent with this Section 5.4 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable termination of the applicable waiting periods under applicable Laws to consummate the Merger and the other Transactions HSR Act as soon as practicable after (and in any event no later than the date hereofOutside Date); and (ii) the Company 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 transactions contemplated hereby, including 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) preparing and cooperate in all respects with each other in connection with any filing or otherwise providingsubmission with a Governmental Authority in connection with the transactions contemplated hereby 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, (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 Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in consultation each case regarding any of the transactions contemplated hereby, (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the 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 the Governmental Authority or other Person, give the other party the opportunity to attend and participate 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 the Company and in good faith take the Company’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 the Company (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 advisable after in any event no later than the date hereof, all documentation to effect all necessary applications, notices, petitions, filingsOutside 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 documents and provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to obtain as promptly as practicable all waiting period expirations any divestiture transaction or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permitsagree to any restriction on its business, and authorizations necessary 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 advisable (ii) require Parent to be obtained from offer, accept or agree to (A) dispose or hold separate any third party part of the Company’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 any Governmental Entity (C) restrict the manner in order to consummate which, or whether, Parent, the Merger Company or any of their Affiliates may carry on business in any part of the other Transactions and (ii) taking all steps as may world; provided, however, that Parent shall be necessaryrequired to offer, subject 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 this Section 6.8the aggregate, immaterial to obtain all such waiting period expirations or terminationsthe businesses, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) In connection with and without limiting the foregoing, each operations and/or assets of the parties shall give any required notices to third partiesCompany, and each of the parties shall use, and cause each of Parent or their respective Subsidiaries (provided that, in the case of Parent and Affiliates to useits Subsidiaries, for purposes of determining whether a business, operation or asset is immaterial, it shall be assumed that Parent and its reasonable best efforts to obtain any third party consents that Subsidiaries are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish equivalent size 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary current size of the Company shall pay 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 commit in the aggregate, reasonably be expected to pay result in a loss (other than an immaterial loss) of the reasonably expected benefits 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 Parent of the prior written consent of Parent. The parties shall cooperate to obtain such consentstransactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will the Company and Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law, Contracts and otherwise to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, authorizations, approvals, and expirations of all applicable Laws waiting periods 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, consent, authorization, expiration of all applicable waiting periods or waiver from, or to avoid an action or other 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 the other Transactions as soon as practicable after transactions contemplated hereby and to fully carry out the date hereofpurposes of this Agreement. (b) In furtherance and not in limitation of the undertakings pursuant to this Section 7.10, including each of Parent and the Company shall (i) preparing and filing provide or otherwise providing, in consultation with the other party and 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 after to permit consummation of the date hereoftransactions contemplated by this Agreement, all documentation including preparing and filing any notification and report form and related material required under the HSR Act or under any Foreign Competition Laws and any additional consents and filings under any Foreign Competition Laws, including for these purposes, the submission of a draft of the Form CO pursuant to effect all necessary applicationsCouncil Regulation (EC) No 139/2004 and the Implementation Regulation (EU) No 1269/2013, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations following the date of this Agreement (but in no event more than eleven (11) 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 terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, documentary material that may be made under the HSR Act and authorizations any additional consents and filings under any Antitrust Laws; and (ii) use their reasonable best efforts to take such actions as are necessary or advisable to be obtained from any third party and/or obtain prompt approval of consummation of the transactions contemplated by this Agreement by any Governmental Entity Authority. (c) Notwithstanding anything to the contrary herein, in order 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 Affiliates to, nor shall the Company or any of its Affiliates 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 consummate restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the business or assets of Parent, the Company or any of their respective Affiliates. Notwithstanding anything to the contrary herein, in no event shall Parent or any of its Affiliates 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) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Offer or the consummation of the Merger or the other transactions contemplated by this Agreement or seeking to obtain from Parent or any of its Affiliates 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 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 Affiliates or Parent or any of its Affiliates 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 Affiliates or Parent or any of its Affiliates, in each case as a result of or in connection with the Merger or any of the other Transactions and (ii) taking all steps as may be necessarytransactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject the Company shall give Parent the opportunity to participate in the defense of any Proceeding against the Company and/or its directors relating to the limitations in transactions contemplated by this Section 6.8, Agreement and will obtain the prior written consent of Parent prior to obtain all settling or satisfying any such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsProceeding. (bd) In connection with Subject to Applicable Law relating to the exchange of information, the Company and without limiting the foregoing, each of the parties shall give any required notices to third parties, Parent and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 counsel shall (i) have the right to review in advance advance, and to the extent practicable each of the parties will shall consult the others other on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials to be submitted to, any Governmental Entity Authority in connection with the Merger transactions contemplated by this Agreement, (ii) promptly inform each other of any substantive 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 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, opportunity to participate independently in any discussion, telephone call or meeting or engage in any substantive conversation with any Governmental Entity Authority 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval the transactions contemplated by this Agreement and to participate in the preparation for such discussion, telephone call or consent from any Person with respect to the Merger, neither the Company meeting. Neither Parent nor any Subsidiary of the Company shall pay or commit to pay or agree with any Governmental Authority to stay, toll or extend any Person whose approval applicable waiting period under the HSR Act or consent is being solicited any cash or other considerationapplicable Foreign Competition Laws, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of Parentthe other. The parties Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.10(d) as “Antitrust Counsel Only Material,” which will limit access to such material to the other party’s outside or internal antitrust counsel. Notwithstanding anything to the contrary in this Section 7.10(d), materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries. (e) Each of Parent and Merger Subsidiary agrees that, between the date of this Agreement and the Closing Date, each of Parent and Merger Subsidiary shall cooperate not, and shall ensure that none of its Subsidiaries or other Affiliates shall, take any action or propose, announce an intention or agree, in writing or otherwise, to obtain take any action that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated hereby. (f) The Company has provided Parent with all information requested by Parent to evaluate which Governmental Authorities shall require Antitrust Filings. Set forth on Section 7.10(f) of the Company Disclosure Schedule is (i) a list of each country in which the Company and any of its Subsidiaries generated sales in the last completed fiscal year, and the total sales the Company and any of its Subsidiaries generated in each such consentscountry in the last completed fiscal year; and (ii) a schedule of each country in which the Company maintains one or more Subsidiaries, offices, or personnel.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, Permits or orders from all Governmental Authorities (including Gaming Authorities) or other Persons and, in the case of Parent, using reasonable best efforts to enforce any remedies available to Parent in the Interim LLC Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay, prior to the Effective Time, any fee, penalty or other consideration to obtain any consent, approval or waiver required for the consummation of the Merger under any Contract other than de minimis amounts or amounts that are advanced or substantially simultaneously reimbursed by Parent. 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 with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable after the date hereof (and in any event within 10 Business Days) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act; provided that in no event shall any member of Parent, or any Affiliate of any member of Parent, as of the date of this Agreement, be required to divest any stock, partnership, membership or other ownership interest in any entity, or agree to undertake any divestiture or restrict its conduct with regard to any business to the extent such action or restriction relates to the Las Vegas Hilton. Subject to the foregoing, Parent agrees, and shall cause any member of Parent or any Affiliate of any member of Parent, to undertake any divestiture or restrict the conduct with respect to its business to obtain any necessary approvals under the HSR Act. Without limiting the foregoing, the parties shall request and shall use their respective reasonable best efforts to obtain early termination of the waiting period under the HSR Act. (b) Each of Parent and Merger Sub, on the one hand, and the Company, on the other Transactions hand, shall, in connection with the efforts referenced in Section 7.2(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, 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) keep the other party reasonably informed of any communication 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 Governmental Authority and of any communication received or given in connection with any proceeding by a private party, 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 or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.2(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as soon violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement; provided, however, that no party is required to, and the Company may not, without the prior written consent of Parent, become subject to, consent or agree to, or otherwise take any action with respect to any requirement, condition, limitation, understanding, agreement, order to sell, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any Subsidiary in any manner which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company at or after the Effective Time; and provided further that the Company will, upon the request of Parent, become subject to, consent or agree to, or otherwise take any action with respect to any requirement, condition, limitation, understanding, agreement, order to sell, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any Subsidiary, so long as such requirement, condition, limitation, understanding, agreement, order is binding on the Company and such Subsidiary only in the event that the Closing occurs; and provided further that in no event shall any member of Parent, or any Affiliate of any member of Parent, as of the date of this Agreement, be required to divest any stock, partnership, membership or other ownership interest in any entity, or agree to undertake any divestiture or restrict its conduct with regard to any business to the extent such action or restriction relates to the Las Vegas Hilton. Without excluding other possibilities, the transactions contemplated by this Agreement shall be deemed to be materially delayed if unresolved objections or suits delay or would reasonably be expected to delay the consummation of the transactions contemplated hereby beyond the End Date. (d) Subject to the obligations under Section 7.2(c), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall cooperate in all respects with each other and use its 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. (e) In furtherance and not in limitation of the covenants of the parties contained in Section 7.2(a), Parent and Merger Sub each hereby agrees to use commercially reasonable efforts (i) to as promptly as practicable after the date hereof, including obtain all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, waivers and exemptions issued by any Gaming Authority required to permit the parties hereto to consummate the transactions contemplated by this Agreement or necessary to permit Parent to own and operate the Company (collectively, “Gaming Approvals”), (ii) to avoid any action or proceeding by any Gaming Authority challenging the consummation of the transactions contemplated hereby, (iii) to make or cause to be made all necessary filings, and thereafter make or cause to be made any other required submissions with respect to this Agreement and the transactions contemplated hereby, as required under the Gaming Laws, (iv) to schedule and attend (or cause to be scheduled and attended) any hearings or meetings with Gaming Authorities to obtain the Gaming Approvals as promptly as possible and (v) to comply with the terms and conditions of any and all of the foregoing in all material respects as necessary to obtain the Gaming Approvals. Parent and its Representatives and Affiliates shall (i) preparing file or cause to be filed (x) within 60 calendar days after the date hereof all required initial applications and filing or otherwise providing, documents in consultation respect of officers and directors and Affiliates in connection with obtaining the other party Gaming Approvals (including where appropriate indications of further information to come by supplementary filing) and (y) as promptly as practicable and advisable after the date hereofhereof all other required applications and documents in connection with obtaining the Gaming Approvals, 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 and (ii) taking all steps as may request or cause to be necessary, subject to requested an accelerated review from the limitations Gaming Authorities 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 such filings, (iii) act diligently and without limiting promptly to pursue the foregoingGaming Approvals, each of (iv) cooperate with 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request Company in connection with the preparation making of any required all filings or submissions with any Governmental Entity referenced in the preceding sentence and will cooperate in responding (v) keep the Company reasonably informed of the status of Parent’s application for Gaming Approvals and its activities related to any inquiry from a Governmental Entityobtaining the Gaming Approvals, as applicable, including promptly informing advising the other parties of such inquiry, consulting in advance before making Company upon receiving any presentations communication from any Gaming Authority that causes Parent or submissions Merger Sub to believe that there is a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and reasonable likelihood that 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 Gaming Approval required from such exchanges. To Gaming Authority will not be obtained or that 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 receipt 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 applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entityapproval will be materially delayed. (c) In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company nor any Subsidiary of the Company shall 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 prior written consent of Parent. The parties shall cooperate to obtain such consents.

Reasonable Best Efforts. (a) Subject to the terms The Company and conditions of this Agreement, each party will Parent shall use its their reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws Law or otherwise to consummate and make effective the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and transactions contemplated by this Agreement as promptly as practicable and advisable after the date hereofpracticable, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to (ii) obtain as promptly as practicable all waiting period expirations or terminations, from any Governmental Entities any consents, clearanceslicenses, permits, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable orders required (A) to be obtained from or made by Parent or the Company or any third party and/or of their Subsidiaries, (B) to avoid any action or proceeding by any Governmental Entity in order connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, and (C) to consummate prevent a Company Material Adverse Effect or a Parent Material Adverse Effect from occurring prior to or after the Effective Time, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, any other applicable federal or any of the other Transactions and (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. (b) In connection with and without limiting the foregoing, each of the parties shall give any required notices to third partiesstate securities Laws, and any other applicable Law. Parent and the Company shall cooperate with each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation making of any required all filings or submissions with any Governmental Entity and will cooperate referenced in responding to any inquiry from a Governmental Entitythe preceding sentence, 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 providing copies of all material correspondence, filings or communications between either such documents to the non-filing party and any Governmental Entity with respect its advisors prior to this Agreementfiling and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. To the extent reasonably practicable, the parties The Company and their Representatives Parent shall have the right to review and approve in advance and each of the parties will consult the others onadvance, such approval not to be unreasonably withheld, all the information relating to the other party and each of their Affiliates its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other Transactionstransactions contemplated by this Agreement. The Company and Parent may, except that confidential as each deems reasonably advisable and necessary, designate any competitively sensitive business information provided to the other under this Section 6.5 as "outside counsel only." Such information shall be given only to outside counsel of the recipient. In addition, the Company and Parent may be redacted redact any information 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 documents shared with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party or its counsel that is not pertinent to the subject matter of the filing or submission. (b) Subject to the proviso contained in the following sentence of this Section 6.5(b), the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any non-governmental third party consents, (i) necessary, proper or advisable to consummate the transactions contemplated in this Agreement, (ii) required to be disclosed in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, or (iii) required to prevent a Company Material Adverse Effect or a Parent Material Adverse Effect from occurring prior notice to or after the Effective Time. In the event that either party shall fail to obtain any third party consent described in the first sentence of this Section 6.5(b), such meeting or conversation andparty shall use reasonable best efforts, and shall take any such actions reasonably requested by the other party hereto, to minimize any adverse effect upon the extent permitted Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent; provided that no obligation to make a material payment or grant a material right not conditioned upon the consummation of the Merger shall be imposed by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entitythis Section 6.5(b). (c) In connection with obtaining any approval Parent shall use commercially reasonable efforts to (i) obtain from those persons listed on Section 6.5(c)(i) of the Parent Disclosure Letter, each of whom acquired those warrants to purchase Parent Common Stock ("PIPE Warrants") set forth opposite such person's name on Section 6.5(c)(i) of the Parent Disclosure Schedule, a written amendment or consent waiver to each PIPE Warrant held by such person providing that neither the Merger nor the Transaction constitutes a Change of Control as defined in Section 9(c) of such PIPE Warrant, and (ii) obtain from any Person with respect Affymetrix, Inc., a Delaware corporation ("Affymetrix"), a written amendment or waiver to the Mergerpromissory note, dated November 13, 2001, in the aggregate principal amount of $4 million (the "Note"), made by Parent and held by Affymetrix, providing that neither the Company Merger nor any Subsidiary of the Company shall 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 Transaction constitutes a Change in Control as defined in the prior written consent of Parent. The parties shall cooperate to obtain such consentsNote.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each party aaiPharma and CIMA will use its all reasonable best efforts to take, or cause to be taken, in good faith, all actions actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable Laws laws, so as to consummate permit consummation of the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and Mergers as promptly as practicable and advisable after otherwise to enable consummation of the date hereof, all documentation to effect all necessary applications, notices, petitions, filingstransactions contemplated hereby, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permitseach will cooperate fully with, 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 furnish information to, the other Transactions and (ii) taking all steps as may be necessary, subject party 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 approvalsthat end. (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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 Neither CIMA nor aaiPharma shall, nor shall they permit any of their respective Representatives Subsidiaries (including Holding Company, C MergerCo and S MergerCo) to, participate independently in take or cause to be taken any meeting or engage in any substantive conversation with any Governmental Entity in respect action that would disqualify either Merger as a reorganization within the meaning of any filingSection 368(a) of the Code. CIMA and aaiPharma shall use their reasonable best efforts, investigation or other inquiry without giving the other party prior notice of such meeting or conversation andand shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken each action that is required to cause each Merger to qualify as a reorganization within the extent permitted by applicable Lawmeaning of Section 368(a) of the Code and the Mergers, without giving taken together, to qualify as an exchange described in Section 351 of the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental EntityCode. (c) In connection with obtaining any approval or consent from any Person with respect to CIMA and Holding Company shall report the CIMA Merger, neither and aaiPharma and Holding Company shall report the Company nor any Subsidiary aaiPharma Merger, as reorganizations within the meaning of Section 368 of the Code, unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code. (d) If requested by aaiPharma, at any time Holding Company shall pay or commit execute a guarantee, supplemental indenture and such other documents as shall be required to pay guarantee the payment of aaiPharma's 11% Senior Subordinated Notes due 2010. (e) As soon as reasonably practicable following the execution of this Agreement, aaiPharma, as the holder of all of the outstanding shares of HoldCo Common Stock, will approve and adopt this Agreement and will cause Holding Company, as the sole stockholder of each of C MergerCo and S MergerCo, to any Person whose approval or consent is being solicited any cash or other considerationapprove the Mergers and adopt this Agreement. (f) At the Effective Time, make any accommodation or commitment or incur any liability or other obligation to such Person without Holding Company shall assume the prior written consent obligations of Parent. The parties shall cooperate to obtain such consentsaaiPharma under the Registration Rights Agreement, dated as of November 17, 1995, among aaiPharma and the stockholders of aaiPharma party thereto.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, 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 documents (including any required or recommended filings under applicable Antitrust Laws and in connection with the FSA Approval), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations necessary, proper or advisable to consummate the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all applicable Foreign Antitrust Laws and all other applicable Laws issued by a 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. (b) In furtherance and not in limitation of the foregoing, each party will hereto agrees to (i) 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 within ten (10) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 5.5 necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (ii) Parent agrees to file with the European Commission as promptly as reasonably practicable the Form CO, if any, required for the Transactions pursuant to the EC Merger Regulation and the Company agrees to doprovide Parent as promptly as practicable with such assistance as Parent reasonably requests for the purposes of filing such Form CO and, if such a filing is made, each party agrees to supply as promptly as practical any additional information and documentary material that may be required or requested by the European Commission and use its reasonable best efforts to take or cause to be done, taken all things necessary, proper or advisable under applicable Laws other actions consistent with this Section 5.5 necessary to consummate obtain a decision from the Merger and European Commission declaring the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation compatible with the other party EC Common Market; (iii) the Company and Parent shall each use its reasonable best efforts to (A) take all action necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the Transactions and (B) if any state takeover statute or similar Law becomes applicable to any of the 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 advisable after otherwise minimize the date hereof, all documentation effect of such Law on the Transactions; and (iv) each party agrees to effect all promptly make any pre-merger filing with respect to the Transaction that is necessary applications, notices, petitions, filingsto comply with any Foreign Antitrust Law, and other documents and to obtain supply as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, any additional information and authorizations necessary or advisable documentary material that may be requested pursuant to be obtained from any third party and/or any such Law by the relevant Governmental Entity in order to consummate the Merger or any Authority. (c) Each of the parties hereto shall use its reasonable best efforts to (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 party, and (ii) taking keep the other party informed in all steps as may be necessarymaterial respects and on a reasonably timely basis of any material communication received by such party from, subject or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or any other Governmental Authority 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. Subject to applicable Laws relating to the limitations in this Section 6.8exchange of information (including, to obtain all such waiting period expirations or terminationsbut not limited to, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. (b) In connection with and without limiting the foregoingany Antitrust Law), 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 any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required 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 hereto shall have the right to review in advance advance, and to the extent practicable each of the parties will consult the others other on, all the information relating to the other parties and each of their Affiliates 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 Entity Authority in connection with the Merger Transactions. Parent and the Company shall not permit any of their respective representatives to participate in any meeting with any Governmental Authority in connection with the Transactions unless the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To party is given reasonable opportunity to attend and participate thereat. (d) In furtherance and not in limitation of the extent reasonably practicable, none covenants of the parties shallcontained in this Section 5.5, nor each of the parties hereto shall they permit their respective Representatives touse its reasonable best efforts to resolve such objections, participate independently in any meeting or engage in any substantive conversation with any if any, as may be asserted by a Governmental Entity in respect of any filing, investigation Authority or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity. (c) In connection with obtaining any approval or consent from any Person with respect to the MergerTransactions. (e) Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor shall not, without Parent’s prior written consent, commit to any Subsidiary divestiture transaction or agree to any restriction on its business, and nothing in this Section 5.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 so long as such party has up to then complied in all material respects with its obligations under this Section 5.5 or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), and/or (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world, if, with respect to clauses (A), (B) or (C) above, such action(s) or undertaking(s) would reasonably be expected to have a materially adverse effect on the business, results of operations or financial condition of the Company shall pay or commit to pay to any Person whose approval its Subsidiaries, taken as a whole, or consent is being solicited any cash Parent and its Subsidiaries, taken as a whole, individually or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without in the prior written consent of Parent. The parties shall cooperate to obtain such consentsaggregate.