Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees to 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents and 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, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice, all notifications and other filing required under the ECMR and any other necessary antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers, orders and authorizations from Governmental Authorities and make all necessary registrations(iii) the defending of any lawsuits or other legal proceedings, declarations and filings with Governmental Authoritieswhether judicial or administrative, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following or the consummation of the transactions contemplated by this Agreement, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In addition to furtherance of the foregoing, neither Solera nor the parties shall cooperate and use reasonable best efforts to determine and agree upon, within two weeks of the date hereof, a list of those Governmental Entities in foreign jurisdictions to which it may be necessary or appropriate to submit any Seller Party filings, notifications or registrations or take any other actions in connection with regulatory or legal requirements of such Governmental Entities relating to the transactions contemplated hereby; provided that the foregoing shall not affect or otherwise modify the closing conditions in Sections 6.1(b) and (c). Subject to Applicable Laws relating to the exchange of information, Fisher and Thermo Electron shall have the right to review in advance, xxx xx the extent reasonably practicable each will consult the other on, all the information relating to Fisher and its Subsidiaries or Thermo Electron and its Subsidiaries, ax xxx case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. (b) Each of Thermo Electron and Fisher shall keep the other reasonably apprised of the status of mattexx xxxating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Entity. In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other orally of) any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any proposed oral) communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (iii) not participate in any meeting or oral communication with any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement unless it consults with the other in advance and, to the extent permitted by such Governmental Entity, gives the other the opportunity to attend and participate thereat, (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Each of Thermo Electron and Fisher may, as each deems advisable and necessary, reasonably designatx xxx competitively sensitive material provided to the other under this Section 5.4 as "outside counsel only." Such material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Thermo Electron or Fisher, as the case may be) or its legal counsel. (c) Xx xxxnection with and without limiting the foregoing, Thermo Electron and Fisher shall (i) take all action necessary to ensure that no state takxxxxx statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any of the transactions contemplated hereby, take all action necessary to ensure that such transactions may be consummated as promptly as practicable on the terms required by, or provided for, in this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. (d) In connection with the filings referenced in Section 5.4(a) and (b), the parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Thermo Electron or Fisher to take any action, or fail commit to take any action, or agree to axx xxxdition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that is intended would reasonably be expected to have a material adverse effect (measured on a scale relative to Thermo Electron in the effect case of preventingThermo Electron and Fisher in the case of Fisher) on either Thermo Electron or Fisher, impairingresxxxxxxely. (e) Fisher and its Subsidiaries xxxxx, delaying upon reasonable notice, provide, anx xxxxl cause their respective officers, employees and representatives to provide, all cooperation reasonably requested by Thermo Electron in connection with (i) the repayment, repurchase, redemption, defeasance, modification, refinancing, or otherwise adversely affecting the consummation assumption, of all rights, duties and obligations, contingent or otherwise, of Fisher and its Subsidiaries in respect of the Closing Fisher financings described in Section 5.4(e) of the Fisher Disclosure Xxxxxule and (ii) the contemplated Thermo Electron fxxxxxxngs identified in Section 5.4(e) of the Thermo Electron Disclosure Schedule; provided that, notwithstanding the foregoing, no request for cooperation or other assistance shall be required if it would unreasonably disrupt the ability business or operations of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company Fisher or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractits Subsidiaries.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, and no later than ten (10) days following the date of this Agreement in the case of filings under the HSR Act, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Material Contract, and (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authoritiesthe United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice or as are required to obtain any other Required Antitrust Approvals; provided, however, that are necessary neither the Company nor any of its Subsidiaries shall commit to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary payment of any fee, penalty or appropriate consentsother consideration or make any other concession, waivers and approvals waiver or amendment under any Company Material Contracts Contract in connection with this Agreement obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the consummation Company shall each have the right to review in advance, and to the extent practicable, each shall consult with the other in connection with, all of the transactions contemplated hereby so information relating to Parent or the Company, as to maintain the case may be, and preserve any of their respective 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 benefits under such Company Material Contracts following Merger and the consummation of the other transactions contemplated by this Agreement. In addition exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the foregoingcompletion of the transactions contemplated hereby, neither Solera nor including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any Seller Party of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. (b) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any actionother action with respect to, any of the assets or fail to take businesses of Parent or any actionof its Affiliates or, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting assuming the consummation of the Closing Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the ability Shares) or (iii) enter into any agreement that in any way limits the ownership or operation of such party any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates. (c) The Company shall take all actions to fully perform comply with its obligations under this Agreement. Notwithstanding anything to the contrary herein, none Section 5.5(c) of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractDisclosure Letter.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the sale of the Assets to Buyer and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Bodies and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesBodies) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Body; (ii) obtaining all necessary Consents; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed; and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation sale of the transactions contemplated by Assets at the behest of any Governmental Body without the consent of the other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party hereto shall use its reasonable best efforts not to the foregoing, neither Solera nor any Seller Party shall take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue in any actionmaterial respect or result in a material breach of any covenant made by it in this Agreement or which could reasonably be expected to impede, that is intended to have interfere with, prevent or delay in any material respect, the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation sale of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractAssets.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of Solera and the Seller Parties shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with such the other parties in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (bii) obtain all necessary actions or from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Authorities performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all necessary registrations, declarations filings, notifications or submissions which are necessary or advisable, and filings thereafter make any other required submissions, with Governmental Authoritiesrespect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that are the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made under the HSR Act within ten days after the date of this Agreement and under any applicable competition, antitrust or investment Laws of jurisdictions other than the United States as promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement; . No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limiting this Section 6.9, Parent agrees to take, or to cause to be taken, any and (c) obtain all steps and to make any and all undertakings necessary to avoid or appropriate consents, waivers eliminate each and approvals every impediment under any Company Material Contracts in connection antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with this Agreement and respect to the consummation of the transactions contemplated hereby Merger so as to maintain enable the Closing to occur as soon as reasonably possible (and preserve in any event, no later than the benefits under Termination Date), including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company Material Contracts following the consummation or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their ability to retain, any of the transactions contemplated by this Agreement. In addition businesses, product lines or assets of Parent (or its Subsidiaries) or the Company, in each case, as may be required in order to avoid the foregoing, neither Solera nor any Seller Party shall take any actionentry of, or fail to take effect the dissolution of, any actioninjunction, that is intended to temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing, impairing, preventing or delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this AgreementClosing. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSforegoing, the Company shall not be obligated to use its reasonable best efforts or take any action pursuant to this Section 6.9 if in the opinion of its board of directors after consultation with its counsel such actions would be inconsistent with the directors’ fiduciary duties to the Company’s Subsidiaries shall be required to pay any consent shareholders under, or other similar feeotherwise violate, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractapplicable Law.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Company Material Contract or Parent Material Contract, (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings and take all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authoritiesthe United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, that are and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreementhereby; and (c) obtain all necessary provided, however, that neither the Company nor any of its Subsidiaries or appropriate consentsAffiliates shall, waivers and approvals without Parent’s prior written consent, become subject to, or consent or agree to any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, hold separate, dispose of any assets or conduct or change its business, nor shall the Company or any of its Subsidiaries or Affiliates commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Company Material Contracts Contract in connection with this Agreement obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, counsel for Parent and the consummation Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the transactions contemplated hereby so information relating to Parent or the Company, as to maintain the case may be, and preserve any of their respective 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 benefits under such Company Material Contracts following Merger and the consummation of the other transactions contemplated by this Agreement. In addition Unless prohibited by applicable Law or by the applicable Governmental Entity, each of Parent and the Company shall to the foregoingextent reasonably practicable, neither Solera nor give the other party reasonable prior notice of any Seller Party meeting or conversation with any Governmental Entity and keep each other reasonably apprised with respect to the outcome thereof. In exercising the foregoing rights, each of Parent and the Company shall take any actionact reasonably and as promptly as practicable. Subject to applicable Law, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the counsel for the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or fail any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to take such transactions. (b) Notwithstanding any action, that is intended to have the effect other provision of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything Agreement to the contrary hereincontrary, none in no event shall Parent or any of WCAS, WCAS SRS, its Affiliates or the Company or any of the Company’s Subsidiaries shall its Affiliates be required to pay (i) divest or hold separate, or agree or proffer to divest or hold separate, any consent of its respective businesses, product lines or other similar feeassets, “profit sharing” or other similar payment agree to any limitation or other consideration restriction on any of its respective businesses, product lines or assets or (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including increased rent the shares of Company Common Stock). (c) During the period from the date of this Agreement to the Effective Time, except (i) as set forth in Section 5.1(a) of the Company Disclosure Letter (with respect to the Company) or other similar payments Section 5.1(b) of the Parent Disclosure Letter (with respect to Parent), (ii) as required by applicable Law, (iii) as consented to in writing in advance by Parent (in the case of the Company) or the Company (in the case of Parent) (in either case, which consent shall not be unreasonably withheld, conditioned or delayed), (iv) as otherwise specifically required by this Agreement or (v) for transactions solely between or among the Company and any of its Subsidiaries or Parent and any of its Subsidiaries, neither the Company nor Parent shall, and neither of them shall permit any of their respective wholly-owned Subsidiaries to, take any action (or omit to take any action) if such action (or omission) would reasonably be expected to impede or delay the consummation of the Merger or any amendments, supplements or other modifications to (or waivers ‑18‑ of) of the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Material Contract, (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, 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 Action by, any Governmental Entity, including filings under the HSR Act with Governmental Authoritiesthe United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and any required foreign antitrust filings, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that are is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, 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 contemplated by hereby and fully to carry out the purposes of this Agreement; and (c) obtain all necessary provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any material fee, penalty or appropriate consentsother consideration or make any other material concession, waivers and approvals waiver or amendment under any Company Material Contracts Contract in connection with this Agreement obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the consummation Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the transactions contemplated hereby so information relating to Parent or the Company, as to maintain the case may be, and preserve any of their respective 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 benefits under such Company Material Contracts following Merger and the consummation of the other transactions contemplated by this Agreement. In addition exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the foregoingcompletion of the transactions contemplated hereby, neither Solera nor including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any Seller Party of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. The Company shall use its reasonable best efforts to provide information about itself and its Subsidiaries and access to its employees and representatives to Parent’s financing sources that Parent has committed to make available pursuant to the Commitment Letter. (b) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in trust or otherwise), or take any actionother action with respect to, any of the assets or fail to take businesses of Parent or any actionof its Affiliates or, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting assuming the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSIntegrated Merger, the Company Surviving Corporation, Surviving LLC or any of its Affiliates, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares) or (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments the Surviving Corporation or any amendmentsof their respective Affiliates, supplements in each case if such action would be material to the business and financial condition of Parent and its Subsidiaries taken as a whole or other modifications to (or waivers ‑18‑ of) the existing terms value of any Contract) the Company and its Subsidiaries to obtain Parent after consummation of the consent, waiver or approval of any Person under any ContractIntegrated Merger.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any material Contract, (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental AuthoritiesEntity, that are and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement; and (c) obtain all necessary provided, that neither Dakota nor any of its Subsidiaries shall commit to the payment of any fee, penalty or appropriate consentsother consideration or make any other concession, waivers and approvals waiver or amendment under any Company Material Contracts Contract in connection with this Agreement obtaining any consent without the prior written consent of JR. Subject to applicable Law relating to the exchange of information, Dakota and JR shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Dakota or JR, as the case may be, and any of their respective 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 consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the other transactions contemplated by this Agreement. In addition exercising the foregoing rights, each of Dakota and JR shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, Dakota and JR shall keep each other reasonably apprised of the status of matters relating to the foregoingcompletion of the transactions contemplated hereby, neither Solera nor any Seller Party shall take any actionincluding promptly furnishing the other with copies of notices or other written communications received by Dakota or JR, as the case may be, or fail any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to take such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any actionmeeting with any Governmental Entity in respect of any filing, that is intended to have investigation or other inquiry in connection with the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. transactions contemplated hereby. (b) Notwithstanding anything to the contrary hereinin this Agreement, none in connection with obtaining any approval or consent from any Person (other than any Governmental Entity) with respect to the Merger and the other transactions contemplated by this Agreement, neither Dakota nor JR nor any of WCAStheir respective Representatives, WCAS SRSshall be obligated to pay or commit to pay to such 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. Subject to the immediately foregoing sentence, the Company parties shall cooperate with respect to reasonable accommodations that may be requested or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) appropriate to obtain the consent, waiver or approval of any Person under any Contractsuch consents.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise advisable, to consummate and make effective, in the most expeditious manner as soon as reasonably practicable, the Amalgamation and the other transactions contemplated by this Agreement, including using reasonable best efforts including, but not limited to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings with, and the taking of all other reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (ii) the obtaining, of all necessary consents, approvalsapprovals or waivers from persons other than Governmental Entities; (iii) the defending of any lawsuits or other legal proceedings, orders whether judicial or administrative, challenging this Agreement, the Parent Ancillary Agreements and authorizations from HIIC Ancillary Agreements, or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authorities Entity vacated or reversed; and make all necessary registrations, declarations (iv) the execution and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and . (cb) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as Each party hereto shall use its reasonable best efforts not to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or to result in a breach of any of its covenants in this Agreement. (c) Notwithstanding any provision in this Agreement to the contrary neither Parent nor HIIC shall be obligated to use its reasonable best efforts or to take any action (or omit to take any action) pursuant to this Agreement if the Board of Directors of Parent or HIIC, that is intended to have as the effect of preventingcase may be, impairing, delaying or otherwise adversely affecting shall conclude in good faith on the consummation basis of the Closing or advice of its outside counsel that such action would be inconsistent with the ability fiduciary obligations of such party to fully perform its obligations Board of Directors under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractapplicable law.

Reasonable Best Efforts. Upon Section 6.5.1. Subject to the terms and subject to the conditions set forth in of this Agreement, including Section 6.4, each of Solera and the Seller Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such the other parties Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by provided for in this Agreement, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V preparing and filing, as soon as practicable, all forms, registrations and notices required to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary filed to consummate the transactions contemplated by this Agreement; Agreement and the taking of all such actions as are necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, any Third Party or Governmental Entity, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as practicable, of any form or report required by any other Governmental Entity, relating to antitrust, competition, trade or other regulatory matters) and (cii) obtain causing the satisfaction of all necessary or appropriate consentsconditions set forth in Article VII (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period thereunder)). Notwithstanding anything to the contrary contained in this Section 6.5, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following Merger or the consummation of the transactions contemplated by this Agreement. In addition , Parent shall not be required to agree to any terms, conditions, or modifications with respect to (i) obtaining any Governmental Consents (as hereinafter defined) or (ii) avoiding any action or proceeding by any Third Party or Governmental Entity, to the foregoingextent such terms, neither Solera nor any Seller Party shall take any actionconditions or modifications would result in, or fail would be reasonably likely to take any actionresult in, that is intended to have the effect of preventing, impairing, delaying (a) a Company Material Adverse Effect or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS(b) Parent, the Company or any of their respective Subsidiaries having to cease, sell or otherwise dispose of any assets or business (including the Company’s Subsidiaries requirement that any such assets or businesses be held separate) that a reasonably prudent investor would determine to be material to Parent or to the material benefits of the transaction for which Parent has bargained for hereunder. Section 6.5.2. Parent and Merger Sub shall use their respective reasonable best efforts to obtain, as promptly as practicable following the date hereof, all licenses, certifications, permits, approvals, provider numbers and authorizations (“Government Consents”), if any, from all applicable Governmental Entities in connection with the Merger and as may be required to pay authorize Parent, the Surviving Corporation or the Subsidiaries of the Surviving Corporation, as the case may be, to operate or to continue to operate, as may be applicable, the Company Health Care Businesses as they are currently operated. Within thirty (30) days following the execution of this Agreement, Parent shall submit to the applicable Governmental Entities all applications or other materials, if any, required to obtain such Government Consents, including payment of all appropriate fees related thereto. Parent shall promptly respond to any consent request by any relevant Governmental Entity for supplemental information. Parent shall, and shall cause each Parent Subsidiary, if applicable, to, take all reasonable measures to shorten the time periods required under applicable Law for notice, licensure or other similar feeregulatory requirement in connection with receipt of Government Consents as described in this Section 6.5.2. Parent shall pay all fees and expenses required in connection with the matters described in this Section 6.5.2. Parent shall keep the Company fully apprised at all times concerning the matters described in this Section 6.5.2. Section 6.5.3. The Company and Parent shall have the right to review in advance, “profit sharing” and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger. If a Party fails to respond within three (3) Business Days to any filings or written materials furnished to such Party for its review, such Party shall be deemed to have approved such filing or written material. Section 6.5.4. Each Party shall promptly inform the others of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and keep the others informed of the status of the proceedings related to obtaining any approvals of any Governmental Entity or Third Party (including with respect to the termination or expiration of any waiting period). Each Party shall use commercially reasonable efforts to consult with the others in advance of any meeting or conference with a Governmental Entity or, in connection with any proceeding by a Third Party, with any other Person, relating to this Agreement and the transactions contemplated hereby and, to the extent permitted by such applicable Governmental Entity or other similar payment Person, give the other Parties the opportunity to attend and participate in such meetings and conferences. If any Party receives a request for additional information or documentary material from any such Governmental Entity or other consideration (including increased rent Person with respect to the transactions provided for in this Agreement, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other similar payments or any amendmentsParties, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractan appropriate response in compliance with such request.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties shall parties hereto 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementOffer and the Merger, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by any Governmental Entity (including those in connection with any governmental antitrust review), (ii) obtaining all necessary consents, approvals or waivers from third parties, (iii) defending any claims, investigations, actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Offer and the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; Offer and (c) obtain all necessary the Merger. Subject to applicable laws and the terms of any relevant agreements with third parties relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will promptly consult the other on, any filing made with, or appropriate consentswritten materials submitted to, waivers and approvals under any Company Material Contracts third party and/or any Governmental Entity in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. The Company and Parent shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications sent to or received by Parent or the Company and its Subsidiaries, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated hereby. Each party shall afford the other party with advance notice of, and a meaningful opportunity to participate in, any such communications to or from Governmental Entities, including, without limitation, a right to attend, with advisors present, any meetings (telephonic or in person) with such Governmental Entities. In addition to furtherance of the foregoing, neither Solera nor in connection with the receipt of any Seller Party necessary approvals under the HSR Act or any other comparable laws of foreign jurisdictions, Parent, the Company and their respective Subsidiaries shall be required to take any action, or fail commit to take any action, and all actions that is intended may be required with respect to have the effect of preventing, impairing, delaying Parent or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s their respective Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsportions thereof or any of the businesses, supplements product lines, properties or other modifications assets of the Parent or the Company or any of their respective Subsidiaries (including, but not limited to, challenging, defending against and appealing any Action, injunction, order or decree that may be taken or issued by or before any Governmental Entity in connection with this Agreement or the transactions contemplated hereby), unless in any such case any such action is reasonably likely to (i) have a Company Material Adverse Effect (without giving effect to the exceptions (i)-(v) thereof) or waivers ‑18‑ ofa material adverse effect on the business, assets, liabilities, operations, results of operations or condition (financial or otherwise) of Parent and its subsidiaries, taken as a whole, (ii) require Parent or any of its Subsidiaries to divest or hold separate a material amount of the existing terms assets of any ContractParent and its Subsidiaries, taken as a whole or (iii) have a material adverse effect on the benefits expected to obtain be realized by Parent from the consent, waiver or approval of any Person under any Contracttransaction.

Reasonable Best Efforts. Upon the terms and subject to the ----------------------- conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees to use its reasonable best efforts to take, or cause to be taken, all actionsactions (including entering into transactions), and to do, or cause to be done, and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions prompt making of their respective filings (including under the HSR Act) and thereafter the making of any other required submission with respect to the Closing set forth in ARTICLE V to be satisfied; Offer and the Merger, (b) obtain the obtaining of all additional necessary actions or non-actions, waivers, consentsconsents and approvals from any applicable federal, approvalsstate, orders foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a "Governmental Entity") and authorizations from Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from any Governmental Entity, that are (c) the obtaining of all necessary consents, approvals or waivers from third parties, (d) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (e) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any actionhowever, that is intended to have the effect of preventingneither -------- ------- Parent, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, Sub nor the Company or any of the Company’s Subsidiaries shall be required to pay take any consent action pursuant to clauses (b), (c), (d) or other similar fee(e) above that would in any event have a Material Adverse Effect, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments in the case of the Company, or any amendmentssimilar effect on Parent and/or its subsidiaries; and provided further that neither Parent, supplements Sub nor any -------- ------- of their affiliates shall be required to enter into any transaction or take any other modifications to action that would require a waiver of, or that is inconsistent with satisfaction of, the conditions of the Offer set forth in clauses (a)(iii), (iv) or waivers ‑18‑ of(v) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractin Exhibit A hereto.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Company Material Contract, or Parent Material Contract, as applicable, (bii) obtain all necessary actions Actions or non-actionsActions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental AuthoritiesEntity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that are is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, 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 contemplated by hereby and fully to carry out the purposes of this Agreement; and (c) obtain all necessary provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or appropriate consentsother consideration or make any other concession, waivers and approvals waiver or amendment under any Company Material Contracts Contract in connection with this Agreement obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the consummation Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the transactions contemplated hereby so information relating to Parent or the Company, as to maintain the case may be, and preserve any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Person and/or any Governmental Entity in connection with the benefits under such Company Material Contracts following Merger and the consummation of the other transactions contemplated by this Agreement. In addition exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent, to the foregoingextent practicable under the circumstances, neither Solera nor shall provide the other party and its counsel with the opportunity to participate in any Seller Party meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. (b) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any actionother action with respect to, any of the assets or fail to take businesses of Parent or any actionof its Affiliates or, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting assuming the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSMerger, the Company Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the shares of Company Common Stock) or (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments the Surviving Corporation or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttheir respective Affiliates.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including without limitation Section 4.2 hereof, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Merger at the benefits under such Company Material Contracts following behest of any Governmental Entity without the consummation consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party shall use all reasonable best efforts to the foregoing, neither Solera nor any Seller Party shall not take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (c) Prior to and following the Effective Time, each party shall use all reasonable best efforts to refrain from taking any action or failing to take any action, that is intended which action or failure to have act would cause, or would be reasonably likely to cause, the effect Merger to fail to qualify as a reorganization within the meaning of preventing, impairing, delaying or otherwise adversely affecting the consummation Section 368(a) of the Closing or the ability of such party to fully perform its obligations under this Agreement. Code. (d) Notwithstanding anything to the contrary hereincontained in this Agreement, none in connection with any filing or submission required or action to be taken by either Parent or the Company to effect the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of WCASits Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, WCAS SRSor its ability to retain, the Company or any of the Company’s Subsidiaries shall be required to pay any consent businesses, product lines or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments assets of Parent or any amendmentsof its Subsidiaries or that otherwise would have a Material Adverse Effect on Parent. (e) The Company will use its reasonable efforts to cause the persons listed in Section 5.7(e) of the Company Letter to execute and deliver retention, supplements employment or other modifications consulting agreements in form and substance reasonably satisfactory to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractParent.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to: to accomplish the following (aprovided, however, that this Section 5.03 shall not apply to any actions related to the Financing as to which Section 5.09 shall apply exclusively in determining Parent’s obligations with respect thereto): (i) the taking of all acts necessary to cause the conditions to the Closing set forth in ARTICLE V to be satisfied; satisfied as promptly as practicable, (bii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations and filings (including filings under the HSR Act and other registrations, declarations and filings with, or notices to, Governmental Entities, including pursuant to Merger Control Laws) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a claim, action, suit, proceeding or investigation by, any Governmental Entity, (iii) the obtaining of consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in connection with Governmental Authoritiesthe Transactions; provided, however, that are in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. It is understood and agreed that “reasonable best efforts” of a party with respect to actions or undertakings relating to any person other than a Governmental Entity shall not include any actions or undertakings which would reasonably be expected to result in material cost or material harm to such party. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, the Share Exchange or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute becomes applicable to this Agreement, the Share Exchange or any of the other transactions contemplated by this Agreement; , take all action necessary to ensure that the Share Exchange and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the consummation effect of such statute or regulation on this Agreement, the transactions contemplated hereby so as to maintain Share Exchange and preserve the benefits under such Company Material Contracts following the consummation of the other transactions contemplated by this Agreement. In addition No party shall voluntarily extend any waiting period under the HSR Act or any Merger Control Law or enter into any agreement with any Governmental Entity to delay or not to consummate the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have Transactions except with the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation prior written consent of the Closing other parties (such consent not to be unreasonably withheld or delayed and which reasonableness shall be determined in light of each party’s obligation to use reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective, in the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSmost expeditious manner practicable, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractTransactions).

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera Parent, Holdings and Merger Sub, on the one hand, and the Seller Parties Partnership and the General Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doingall things, all things reasonably necessary, proper or advisable under applicable Law 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 and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and the General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: 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, (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (bii) obtain promptly (and in any event no later than the Outside Date) all necessary actions or non-actionsapprovals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations from any Governmental AuthoritiesAuthority or third party necessary, that are necessary proper or advisable to consummate the transactions contemplated by this Agreement; , and (ciii) obtain all necessary or appropriate consents, waivers and approvals under defend any Company Material Contracts in connection with Proceedings challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following or the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Agreement or fail to take any action, that is intended seek to have the effect of preventing, impairing, delaying lifted or otherwise rescinded any injunction or restraining order or other order adversely affecting the consummation ability of the Closing or parties to consummate the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Ryland Material Contract or Standard Pacific Material Contract, as applicable, (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental AuthoritiesEntity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that are is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated hereby, 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 contemplated by hereby and fully to carry out the purposes of this Agreement; and (c) obtain all necessary provided, however, that neither Ryland, Standard Pacific nor any of their respective Subsidiaries shall commit to the payment of any fee, penalty or appropriate consentsother consideration or make any other concession, waivers and approvals waiver or amendment under any Company Material Contracts Contract in connection with this Agreement obtaining any consent without the prior written consent of the other party. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Ryland and Standard Pacific shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Ryland or Standard Pacific, as the case may be, and any of their respective 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 consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the other transactions contemplated by this Agreement; provided, however, that the parties shall be permitted to designate certain information as “outside counsel only” and/or to redact any information which could be protected by a claim of privilege or which may constitute a business secret. In addition exercising the foregoing rights, each of Ryland and Standard Pacific shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, Ryland and Standard Pacific shall keep each other reasonably apprised of the status of matters relating to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation completion of the Closing transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by Ryland or Standard Pacific, as the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary hereincase may be, none of WCAS, WCAS SRS, the Company or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the Company’s Subsidiaries extent practicable under the circumstances, shall be required provide the other party and its counsel with the opportunity to pay participate in any consent meeting with any Governmental Entity in respect of any filing, investigation or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) inquiry in connection with the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(d), each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the Merger, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, clearances, consents and 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, approvalsapprovals or waivers from third parties, orders and authorizations from Governmental Authorities (iii) the execution and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement; . For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (civ) obtain all necessary conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or appropriate consentssuits, waivers and approvals under except to the extent any Company Material Contracts such action described in connection with this Agreement clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of Parent and the consummation Company reasonably expects to be derived from the combination of Parent and the Company through the Merger. In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees to make an appropriate filing under HSR with respect to the transactions contemplated hereby so as to maintain promptly as practicable and preserve the benefits under such Company Material Contracts in any event within fifteen Business Days following the consummation 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 to take all other actions necessary to cause the expiration or termination of the transactions contemplated by this Agreement. In addition to applicable waiting periods under the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractHSR Act as soon as practicable.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of Solera and the Seller Parties shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with such the other parties to this Agreement in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfiedContemplated Transactions; (bii) obtain all necessary actions or from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrationspermits or Orders required to be obtained by the Company, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary Parent or appropriate consents, waivers and approvals under any Company Material Contracts of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so as Contemplated Transactions; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to maintain this Agreement and preserve the benefits Merger required under (A) any applicable federal or state securities Laws and (B) any other applicable Law; provided, that the Company, on the one hand, and Parent, on the other hand, will cooperate with each other in connection with the making of all such Company Material Contracts following filings, including providing copies of all such filings and attachments to outside counsel(s) for the non-filing Party and including the timing of the initial filings; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions; (v) keep the other Party promptly (and in any event within three days) informed in all material respects of any material communication received by such Party from, or given by such Party to, any Governmental Entity and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case relating to the Contemplated Transactions; (vi) permit the other Party to review any material communication (and considering the other Party’s reasonable comments thereto) delivered to, and consulting with the other Party in advance of any meeting or conference with, any Governmental Entity relating to the Contemplated Transactions or in connection with any Legal Proceeding by a private Third Party relating thereto, and giving the other Party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private Third Party); (vii) avoid the entry of, or have vacated or terminated, any decree, Order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by Contemplated Transactions, including defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Agreement or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing Contemplated Transactions; and (viii) execute and deliver any additional instruments necessary to consummate the Contemplated Transactions; provided, that in no event shall any of the Acquired Companies, prior to the Effective Time, be required to pay or agree to pay any fee, penalty or other consideration to any Third Party for any consent or approval required for the ability consummation of such party the Contemplated Transactions under any Contract. (b) No Party shall consent to fully perform its obligations under any voluntary delay of the consummation of the Contemplated Transactions at the behest of any Governmental Entity without the consent of the other parties to this Agreement. Notwithstanding anything in this Agreement to the contrary hereincontrary, none of WCAS, WCAS SRS, the Company unless required by Law or any Governmental Entity, materials provided pursuant to this Section 6.7 may be redacted (i) to remove references concerning the valuation of the Company’s Subsidiaries shall be required business of the Acquired Companies, (ii) as necessary to pay any consent comply with contractual arrangements and (iii) as necessary to address reasonable privilege or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractconfidentiality concerns.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, prior to or following the Closing, each of Solera and the Seller Parties shall hereto agrees 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 such the other parties Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the sale of the Assets to Purchaser and the other transactions contemplated by this Agreementherein, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders Consents and authorizations approvals from all Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or Proceeding by, any Governmental Authority; (ii) obtaining all necessary Consents; (iii) defending any lawsuits or other legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No Party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation sale of the transactions contemplated by Assets at the behest of any Governmental Authority without the consent of the other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each Party hereto shall use its reasonable best efforts not to the foregoing, neither Solera nor any Seller Party shall take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue in any actionmaterial respect or result in a material breach of any covenant made by it in this Agreement or which could reasonably be expected to impede, that is intended to have interfere with, prevent or delay in any material respect, the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation sale of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractAssets.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 6.2(c), each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the transactions contemplated by this AgreementMerger and the other Transactions and to obtain satisfaction or waiver of the Offer Conditions and the conditions precedent to the Merger, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents and 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, approvalsapprovals or waivers from third parties, orders and authorizations from Governmental Authorities (iii) the execution and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions Transactions contemplated by by, and to fully carry out the purposes of, this Agreement; . For the avoidance of doubt, reasonable best efforts includes requiring the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (civ) obtain all necessary conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or appropriate consentssuits; provided, waivers and approvals under however, that no party shall be required pursuant to this Section 6.2 to commit to or effect any Company Material Contracts in connection with this Agreement and action that (i) is not conditioned upon the consummation of the transactions contemplated hereby so Merger or (ii) would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to the Company or Parent (measured in relation to the size of Parent as of the date of this Agreement and without giving effect to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this AgreementMerger). In addition to furtherance and not in limitation of the foregoing, neither Solera nor each of Parent and the Company agrees to make an appropriate filing under the HSR Act with respect to the Transactions contemplated herein as promptly as practicable and to supply as promptly as practicable any Seller Party shall take any actionadditional information and documentary material that may be requested pursuant to the HSR Act and, or fail subject to the proviso in the immediately preceding sentence, to take any action, that is intended all other actions necessary to have cause the effect of preventing, impairing, delaying expiration or otherwise adversely affecting the consummation termination of the Closing or applicable waiting periods under the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractHSR Act as soon as practicable.

Reasonable Best Efforts. Upon the terms and subject Subject to Section 6.3(e): (a) Prior to the conditions set forth in this AgreementClosing, each of Solera Parent, Merger Sub and the Seller Parties Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under any applicable Law or otherwise Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the Transactions including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Parent, Merger Sub, the transactions Company or any of their respective Subsidiaries in connection with the Transactions or the taking of any action contemplated by the Transactions or by this Agreement, including using reasonable best efforts to: (aiv) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders execution and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement; . Additionally, each of Parent and the Company shall use all reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (cb) obtain Prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to, provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), all necessary filings made by such party with any Governmental Entity or appropriate consentsany other information supplied by such party to, waivers and approvals under any Company Material Contracts or correspondence with, a Governmental Entity in connection with this Agreement and the consummation Transactions. Each party to this Agreement shall promptly inform the other parties to this Agreement of any communication from any Governmental Entity regarding any of the transactions contemplated hereby so Transactions. If any party to this Agreement or any Affiliate of such parties receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other parties to this Agreement, an appropriate response in compliance with such request. To the extent that transfers of any permits issued by any Governmental Entity are required as to maintain and preserve a result of the benefits under such Company Material Contracts following execution of this Agreement or the consummation of the transactions contemplated by Transactions, the parties hereto shall use reasonable best efforts to effect such transfers. (c) The Company and Parent shall use reasonable best efforts to file, as promptly as practicable, but in any event no later than fifteen Business Days after the date of this Agreement, notifications under the HSR Act, and the Company and Parent shall use reasonable best efforts to file, as promptly as practicable, any other filings and/or notifications under applicable Antitrust Laws, and shall use reasonable best efforts to 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 to respond, as promptly as practicable, to all inquiries and information requests received from any state Attorney General or other Governmental Entity in connection with antitrust matters. (d) Each of Parent and the Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). In addition connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the foregoingTransactions as violative of any Antitrust Laws, neither Solera nor each of Parent and the Company shall cooperate and use all reasonable best efforts to vigorously contest and resist any Seller Party shall take any actionsuch Action, and to have vacated, lifted, reversed, or fail to take overturned any actiondecree, judgment, injunction or other order whether temporary, preliminary or permanent, that is intended to have the in effect of preventingand that prohibits, impairingprevents, delaying or otherwise adversely affecting the restricts consummation of the Closing Merger or any other Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.3(d) shall limit the right of any party hereto to terminate this Agreement pursuant to Section 8.1, so long as such party hereto has, up to the time of termination, complied in all material respects with its obligations under this Section 6.3(d). Each of Parent and the Company shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. (e) Notwithstanding Section 6.3(a) through (d) or any other provision of this Agreement to the contrary, in no event shall Parent or its Subsidiaries (including Merger Sub) or Affiliates be required to agree to (i) any prohibition of or limitation on its or their ownership (or any limitation that would materially affect its or their operation) of any portion of their respective businesses or assets, including after giving effect to the Merger, (ii) divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets, including after giving effect to the Merger, (iii) any limitation on its or their ability to effect the Merger, or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company (or Merger Sub) or its or their respective Subsidiaries to acquire or hold or exercise full rights of ownership of any capital stock of any Subsidiary of the Company’s Subsidiaries shall be required , or (iv) any other limitation on its or their ability to pay effectively control their respective businesses or any consent limitation that would materially affect its or their ability to control their respective operations, including after giving effect to the Merger (any such action or limitation described in clauses (i) through (iv) of this Section 6.3(e), a “Restriction”), other similar feethan Restrictions, “profit sharing” individually or in the aggregate with all other similar payment Restrictions, for which the aggregate fair value of all businesses or other consideration assets (including increased rent or other similar payments or any amendmentsstock) affected, supplements or other modifications prior to giving effect to the Merger, (or waivers ‑18‑ ofx) would not exceed $50,000,000 in the existing terms case of any Contractthe Company and its Subsidiaries and Affiliates, taken as a whole, and (y) to obtain would not exceed $50,000,000 in the consentcase of Parent and its Subsidiaries and Affiliates, waiver or approval of any Person under any Contracttaken as a whole.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) the taking of all acts necessary to cause the conditions to the Closing set forth in ARTICLE V to be satisfied; satisfied as promptly as practicable, (bii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities, that are Entities) and the taking of all steps as may be necessary to consummate obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents from any such third parties. Each of the parties will, as promptly as practicable, but in no event later than 10 business days following the execution and delivery of this Agreement, file with (i) the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required for the transactions contemplated by this Agreement; Agreement and any supplemental information requested in connection therewith pursuant to the HSR Act, which forms will specifically request early termination of the waiting period prescribed by the HSR Act, and (cii) obtain all necessary or appropriate consentsany other Governmental Entity, waivers any other filings, reports, information and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of documentation required for the transactions contemplated by this AgreementAgreement pursuant to any Other Antitrust Laws. In addition Each party will furnish to each other's counsel such necessary information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Laws. Parent will be responsible for all filing fees payable in connection with such filings and for the reasonable fees and expenses of any experts retained by the parties. Each of Parent and the Company agrees to instruct their respective counsel to cooperate with each other and use their respective reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any Other Antitrust Laws at the earliest practicable dates. Such reasonable best efforts and cooperation will include causing its counsel (i) to promptly inform the other of any oral communication with, and provide copies of written communications with, any Governmental Entity regarding any such filings or applications or any such transaction, (ii) to communicate with each other regarding the content of any communication with and response to personnel of such Governmental Entity, including the content of any written or oral presentation or submission to any Governmental Entity and (iii) to comply promptly with any inquiries or requests for additional information from any such Governmental Entity, unless otherwise agreed to by the other party, such agreement not to be unreasonably withheld. None of Parent, the Company nor any of their respective Subsidiaries will independently participate in any meeting or discussion with any Governmental Entity in respect of any such filings, applications, investigation or other inquiry without giving, in the case of Parent and its Subsidiaries, the Company, and in the case of the Company and its Subsidiaries, Parent, prior notice of the meeting and, to the extent permitted by the relevant Governmental Entity, the opportunity to attend and participate (which, at the request of Parent or Company, as applicable, will be limited to outside antitrust counsel only). Parent agrees to take any and all reasonable steps within its control and necessary to avoid or eliminate each and every impediment under any applicable antitrust or competition law that any Governmental Entity asserts so as to enable the parties to expeditiously close the transactions contemplated by this Agreement (including the Merger). None of Parent, Sub or the Company shall take any action that would reasonably be expected to hinder or delay in any material respect the obtaining of clearance or the expiration of the required waiting period under the HSR Act and regulations or any Other Antitrust Laws. Parent and its Subsidiaries will be obligated to contest, administratively or in court, any ruling, order or other action of any Governmental Entity respecting the transactions contemplated by this Agreement pursuant to any applicable antitrust or competition law, except to the extent that Parent determines, in its reasonable good faith judgment, that there is no reasonable legal basis for contesting such ruling, order or other action or no reasonable prospect of a favorable determination thereunder. Notwithstanding the foregoing, neither Solera nor any Seller Party nothing in this Agreement shall take any actionbe deemed to require Parent to agree to, or fail proffer to, (x) divest or hold separate any assets or any portion of any business of, or modify or accept conditions with respect to take the business operations of, Parent or any actionof its Subsidiaries (not including the Company following the Effective Time), that is intended or (y) divest or hold separate any significant assets or any significant portion of any business of, or modify or accept conditions with respect to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation any significant portion of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSbusiness operations of, the Company and its Subsidiaries. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the Company’s Subsidiaries shall be required other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to pay any consent or other similar feethis Agreement, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments the Merger or any amendmentsof the other transactions contemplated by this Agreement, supplements take all action 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 by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things actions that are reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicableMerger, the Share Issuance, the Charter Amendment and the other transactions contemplated by this Agreement (other than waiving any conditions to Closing set forth in Article VI), including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from non-Governmental Entity third parties necessary, proper or advisable to consummate and make effective the Merger, the Share Issuance and the Charter Amendment and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (bii) obtain all necessary actions or non-actions, waivers, consents, clearances, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with with, and take all steps as may be necessary to avoid any Action by, any Governmental AuthoritiesEntity, that are necessary and (iii) execute and deliver any additional instruments, in each case as necessary, proper or advisable to consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement; and (c) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Company Material Contracts however, in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoingeach case that, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such no party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment penalty or other consideration (including increased rent to any Governmental Entity or other similar payments third party in respect of any such consents, approvals or waivers. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as the other party may reasonably request in connection with the foregoing and will cooperate in responding to any inquiry from a Governmental Entity, including promptly (and in no event later than two (2) Business Days) informing the other party 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 with any Governmental Entity with respect to this Agreement. (b) In furtherance of the foregoing, each of Xxxxxx and Saturn shall (and shall cause their respective Representatives to) promptly (i) supply the other with any information or reasonable assistance required or reasonably requested in order to effectuate any of the obligations set forth in this Section 5.6, (ii) supply any additional information or materials which are required or reasonably requested by any Governmental Entity of competent jurisdiction in connection with the transactions contemplated hereby, except to the extent both Xxxxxx and Saturn otherwise agree, (iii) subject to any restrictions under applicable Law, jointly participate in any communication, meeting or other contact with any Governmental Entity in connection with this Agreement or any amendmentsof the transactions contemplated hereby and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, supplements keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other modifications communications received by Xxxxxx or Saturn, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated hereby.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) the taking of all acts necessary to cause the Offer Conditions and conditions to the Closing set forth in ARTICLE V Article VII to be satisfied; satisfied as promptly as reasonably practicable, (bii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, that are or to avoid a Proceeding by, any Governmental Authority and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent, Merger Sub and the Company shall as promptly as reasonably practicable, but in no event later than ten (10) Business Days after the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement, and shall as promptly as reasonably practicable, but in no event later than five (5) Business Days after the date hereof, duly file any other required notices, filings, registrations or requests for consent or approval from Governmental Authorities with respect to competition matters. (b) Each of Parent and the Company shall 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, in each case, regarding the transaction, (ii) keep the other party informed of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division, 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 the transaction and (iii) subject to applicable Law, permit the other party to review, in advance, any written communication given by it to or received from, and consult with each other in advance of any meeting or conference with, the FTC, the Antitrust Division, or any other Governmental Authority or, in connection with any proceeding by a private party regarding the transaction, any other Person, and to the extent permitted by the FTC, the Antitrust Division, or other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences subject to applicable Law. (c) Each of Parent and the Company shall (i) respond as promptly as practicable under the circumstances to any inquiries received from the FTC or the Antitrust Division or any other Governmental Authority under any Other Antitrust Laws for additional information or documentation and to all inquiries and requests received from either Governmental Authority, (ii) not extend any waiting period under the HSR Act or any Other Antitrust Laws without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) and (iii) not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement; Agreement without the prior written consent of the other party. Subject to Section 6.2(d), Parent and (c) obtain all necessary the Company shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to avoid the entry of, or appropriate consentsto have lifted, waivers and approvals under vacated or terminated, any Company Material Contracts in connection with this Agreement and injunction or Judgment that would restrain, prevent or delay the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing Offer or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractClosing.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Quintiles Material Contract or IMS Health Material Contract, as applicable, (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, make all necessary registrations, declarations and filings with and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental AuthoritiesEntity with respect to this Agreement required under applicable Law, that are including the HSR Act and any other applicable Antitrust Laws and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement; provided, however, that neither Quintiles, IMS Health nor any of their respective 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 the other party. (b) Quintiles and IMS Health agree to make, and to cause their respective Affiliates to make, any necessary filings under the HSR Act and any other Antitrust Laws as soon as reasonably practicable after execution of this Agreement. Quintiles and IMS Health shall, and shall cause their respective Affiliates to, comply at the earliest practicable date with any request under the HSR Act or any other Antitrust Laws to provide information, documents or other materials requested by any Governmental Entity. (c) Quintiles and IMS Health shall each request early termination of the waiting period provided for in the HSR Act. Quintiles and IMS Health shall, and shall cause their respective Affiliates to, coordinate and cooperate in connection with their respective efforts to obtain termination or expiration of the applicable waiting period and all necessary or appropriate consents, waivers requisite clearances and approvals under the HSR Act and any Company Material Contracts other Antitrust Laws as promptly as practicable and in any event before the Outside Date. In connection with this Agreement any investigation or other inquiry, Quintiles and IMS Health shall, and shall cause their respective Affiliates to, unless prohibited by applicable Law or a Governmental Entity, (i) keep the consummation other party promptly informed of any communication received by such party or any of its Affiliates from any Governmental Entity regarding any of the transactions contemplated hereby hereby, and (ii) provide outside counsel for the other party with a reasonable opportunity to (A) review in advance any proposed communication by such party or its Affiliates with any Governmental Entity, (B) consult with the other party prior to any meeting or conference with any Governmental Entity, and (C) attend and participate in such meetings or conferences. Without the prior written consent of the other party, Quintiles and IMS Health will not, and will not permit their respective Affiliates to consent or agree to extend the waiting period under the HSR Act or enter into any agreement with any Governmental Entity with respect to the transactions contemplated by this Agreement. (d) Each of Quintiles and IMS Health may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.6 as “outside counsel only.” Such competitively sensitive material and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from Quintiles or IMS Health, as the case may be, or its legal counsel. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, Quintiles and IMS Health shall, and shall cause their respective Affiliates to, take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, to resolve such objections, if any, as any Governmental Entity may assert under the HSR Act or any other Antitrust Laws with respect to the transactions contemplated by this Agreement, and to avoid or eliminate each and every impediment and avoid the institution of any Action under any such Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement, in each case so as to maintain enable the Merger to occur as promptly as possible and preserve in any event before the benefits under such Company Material Contracts following Outside Date, including by (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Quintiles or its Subsidiaries or IMS Health or its Subsidiaries, (ii) terminating existing, or creating new, relationships, contractual rights or obligations of Quintiles or its Subsidiaries or IMS Health or its Subsidiaries or (iii) effectuating any other change or restructuring of Quintiles or its Subsidiaries or IMS Health or its Subsidiaries or otherwise taking or committing to take any actions that limit the freedom of action of Quintiles or its Subsidiaries or IMS Health or its Subsidiaries with respect to, or ability to retain, one or more assets or businesses, to ensure that no Governmental Entity enters any temporary restraining order, preliminary or permanent injunction or other judgment, order or decree or establishes any Law preliminarily or permanently restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take ensure that no Governmental Entity with the authority to authorize or approve such consummation fails to do so as promptly as practicable and in any actionevent before the Outside Date; provided, that is intended to have the effect of preventinghowever, impairingthat, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding notwithstanding anything to the contrary hereincontained in this Agreement, none no such remedy shall be (A) required unless contingent upon the occurrence of WCASthe Merger, WCAS SRS(B) proposed, agreed to or effected by Quintiles or its Subsidiaries or IMS Health or its Subsidiaries without the prior written consent of the other party or (C) required to be agreed to by Quintiles or its Subsidiaries or IMS Health or its Subsidiaries if, in the reasonable opinion of either party, such remedy would have a material adverse effect on the business, results of operations or financial condition of Quintiles, IMS Health and their Subsidiaries (taken as a whole, after giving effect to the Merger). (f) Each of Quintiles and IMS Health shall, and shall cause its Affiliates to, cooperate and use their respective reasonable best efforts to vigorously contest and resist any Action, including any administrative or judicial Action, and to have vacated, lifted, reversed or overturned any temporary restraining order, preliminary or permanent injunction or other judgment, order or decree that is threatened or in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Laws, including by vigorously pursuing all available avenues of administrative and judicial appeal; provided, however, that such obligation to contest and resist any Action in no way limits the obligation of Quintiles and IMS Health to, and to cause their Affiliates to, take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable and in any event before the Outside Date in accordance with Section 5.6(e). (g) Neither Quintiles nor IMS Health shall, and neither Quintiles nor IMS Health shall permit any of its Affiliates to, enter into any agreement, transaction or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be expected to materially delay or materially and adversely affect the parties’ ability to: (i) obtain termination or expiration of the applicable waiting period and all requisite clearances and approvals under the HSR Act and any other Antitrust Laws as promptly as practicable and in any event before the Outside Date; and (ii) avoid the entry of, the Company commencement of any Action seeking the entry of, or effect the dissolution of, any temporary restraining order, preliminary or permanent injunction or other judgment, order or decree that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement under the HSR Act or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractAntitrust Laws.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Solera Parent, GT Topco, Merger Sub and the Seller Parties Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing Merger set forth in ARTICLE Article V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary or appropriate to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera Parent, GT Topco or Merger Sub, on the one hand, nor any Seller Party the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have have) the effect of of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing Merger or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries no party shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in this AgreementAgreement and applicable law, Lucent and Alcatel shall each of Solera cooperate with the other and the Seller Parties shall 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, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable laws (including under HSR Act, EC Merger Regulation, other competition laws and the Exon-Xxxxxx Act) to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including, preparing and filing as promptly as practicable (or any specific time as the parties mutually agree) all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any third party necessary, proper or advisable under this Agreement and applicable laws (including under HSR Act, EC Merger Regulation, other competition laws and the Exon-Xxxxxx Act) to consummate the Merger and the other transactions contemplated by this Agreement, (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 and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement. Subject to the terms and conditions set forth in this Agreement and applicable law, Alcatel and Lucent will (1) promptly notify the other party of any communication to that party from any governmental authority in respect of any filing, investigation or inquiry concerning this Agreement or Merger; (2) if practicable, permit the other party the opportunity to review in advance all the information relating to Lucent and its Subsidiaries or Alcatel and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental authority in connection with the Merger and the other transactions contemplated by this Agreement and incorporate the other party's reasonable comments; (3) not participate in any substantive meeting or discussion with any governmental authority in respect of any filing, investigation, or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance, and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend; (4) furnish the other party with copies of all correspondences, filings, and written communications between them and their Subsidiaries and representatives, on the one hand, and any governmental authority or its respective staff, on the other hand, with respect to this Agreement and the Merger, except that any materials concerning valuation of the transaction or internal financial information may be redacted; and (5) use reasonable best efforts to offer to take, or cause to be taken, all actions, other actions and to do, or cause to be done, and to assist and cooperate with such all other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreementhereby, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to taking all such further action as reasonably may be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate 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 transactions contemplated by this Agreement; hereby, and (c) obtain all necessary to avoid or appropriate consents, waivers eliminate each and approvals every impediment under any Company Material Contracts in connection law that may be asserted by any governmental entity or authority with this Agreement and respect to the consummation of the transactions contemplated hereby Merger so as to maintain and preserve enable the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this AgreementClosing to occur as soon as expeditiously possible. In addition The parties agree that, subject to the foregoinglast sentence of this Section 7.01, neither Solera nor any Seller Party the use of "reasonable best efforts" shall take any actioninclude proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (x) the sale, divestiture or disposition of such assets or businesses of either party or its Subsidiaries or affiliates and (y) restrictions, or fail actions that after the Closing Date would limit Alcatel's or its Subsidiaries' (including the Surviving Corporation's) or affiliates' freedom of action with respect to, or its ability to take retain, one or more of its or its Subsidiaries' (including the Surviving Corporation's) businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any actioninjunction, temporary restraining order or other order in any suit or proceeding that is intended to would otherwise have the effect of preventingpreventing or materially delaying the Closing. For purposes of this Agreement, impairing"Regulatory Law" means the Xxxxxxx Act of 1890, delaying the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state or otherwise adversely affecting foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws, including any antitrust, competition or trade regulation laws that are designed or intended to (i) prohibit, restrict or regulate actions having the consummation purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition or (ii) protect the Closing national security or the ability national economy of such party to fully perform its obligations under this Agreementany nation. Notwithstanding anything to the contrary else contained herein, none the provisions of WCASthis Section 7.01 shall not be construed to (i) require either party to undertake any efforts, WCAS SRSor to take or consent to any action if such efforts, the Company action or consent would be reasonably likely to result in a Detriment or (ii) take or consent to any action inconsistent with Article II hereof. The parties acknowledge that, without limitation, (i) any requirement to divest a significant portion of the Company’s Subsidiaries assets of Xxxx Laboratories other than the assets referred to in Section 2.08 of the Lucent Disclosure Letter, (ii) any material loss of control over Lucent that would materially affect Alcatel's ability to manage Lucent's business or (iii) any material loss of control over the business of Alcatel in the United States that would materially affect Alcatel's ability to manage its business in the United States, shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractdeemed a Detriment.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera the Company and the Seller Parties Parent shall use its their 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (ai) the taking of all acts necessary to cause the conditions to the Closing other party’s (viewing Parent and Merger Sub together) obligation to close set forth in ARTICLE V Article 9 to be satisfied; satisfied as promptly as practicable (bbut in any event prior to the End Date), (ii) obtain the obtaining of all necessary actions or non-actions, waivers, consents, approvalsapprovals or waivers from, orders and authorizations from the giving of all required notices to, Third Parties (iii) preparing and filing as promptly as practicable with any Governmental Authorities and make Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, declarations submissions of information, applications and filings with other documents and (iv) obtaining and maintaining all Permits required to be obtained from any Governmental Authorities, Authority or other Third Party that are necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the parties hereto understand and agree that notwithstanding anything to the contrary in this Agreement, in no event shall Parent or any of its Affiliates be required to, and “reasonable best efforts” will in no event require, or be construed to require, Parent or any of its Affiliates to (cA) obtain all necessary initiate, litigate, challenge, defend or appropriate consentsotherwise participate or take any action with respect to any Action (except as provided in Section 8.01(b)(iii)) by, waivers and approvals under against or involving any Company Material Contracts Third Party or Governmental Authority with respect to the transactions contemplated by this Agreement, (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with this Agreement and the consummation of the transactions contemplated hereby so as by this Agreement, (C) otherwise take any other steps or actions to maintain and preserve the benefits under such Company Material Contracts following defend against, vacate, modify or suspend any injunction or order of any Governmental Authority, including any injunction related to a private cause of action that would prevent the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor (D) agree, propose, negotiate, offer, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust, licensing any Seller Party shall Intellectual Property Rights or otherwise), or take any action, or fail other action (including by providing its consent to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, permit the Company or any of its Subsidiaries to take any of the foregoing actions), or otherwise proffer or agree to do any of the foregoing, with respect to any of the businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries or (E) otherwise offer to take or offer to commit to take any action that would limit Parent’s or any of its Affiliates’ freedom of action with respect to, or ability to retain, operate or otherwise exercise full rights of ownership with respect to, businesses, assets or properties of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or Subsidiaries (or equity interests held by Parent or any of its Affiliates in entities with businesses, assets or properties). At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its Subsidiaries (but, absent such request, the Company shall not take any such action); provided that in no event shall the Company be required to pay take any consent such action described in this sentence that would not be conditioned on, and effective upon or other similar feeafter, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms occurrence of any Contract) to obtain the consent, waiver or approval of any Person under any ContractClosing.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall hereto agrees 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 such the other parties Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the sale of the Assets to Buyer and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Bodies and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesBodies) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Body; (ii) obtaining all necessary Consents; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Body vacated or reversed; and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under . No Party shall consent to any Company Material Contracts in connection with this Agreement and voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation sale of the transactions contemplated by Assets at the behest of any Governmental Body without the consent of the other Parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each Party hereto shall use its reasonable best efforts not to the foregoing, neither Solera nor any Seller Party shall take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue in any actionmaterial respect or result in a material breach of any covenant made by it in this Agreement or which could reasonably be expected to impede, that is intended to have interfere with, prevent or delay in any material respect, the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation sale of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractAssets.

Reasonable Best Efforts. Upon (a) (i) As soon as practicable following the terms and subject to the conditions set forth in date of this Agreement, the Company and Parent shall properly prepare and file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) any Notification and Report Forms relating to the Merger required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as well as comparable pre-merger notification forms required by the merger notification and control Laws and regulations of any other applicable jurisdiction, as agreed to by the parties (collectively, the “HSR Filings”). Each of the Company and Parent shall promptly supply any additional information which may be requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties reasonably deem appropriate. Each of the Company and Parent shall promptly notify the other of the receipt of any comments on, or any request for amendments or supplements to, any HSR Filing, and each of Solera the Company and Parent shall supply the other with copies of all correspondence between such party and each of its Subsidiaries and representatives, on the one hand, and the Seller Parties shall FTC, the DOJ or other Governmental Entity or members of their respective staff or other appropriate officials, on the other hand, with respect to HSR Filings. Each of the Company and Parent agrees to use its reasonable best efforts to take, secure termination of any waiting periods under the HSR Act or cause to be taken, all actions, other applicable Law and to do, or cause to be done, obtain the approval of any Governmental Entity required for the Merger and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby; provided, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authoritieshowever, that are necessary in no event shall Parent or any of its Subsidiaries be required to consummate the transactions contemplated by this Agreement; and (cA) obtain all necessary effect any divestiture or appropriate consents, waivers and approvals under license of any Company Material Contracts in connection with this Agreement and the consummation assets of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Parent or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or their respective Subsidiaries, (B) hold separate any such assets or (C) agree to any restrictions on the operations, business or assets of Parent or the Company’s Subsidiaries shall be required to pay any consent Company or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttheir respective Subsidiaries.

Reasonable Best Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this AgreementClosing, each of Solera Parent, Merger Sub and the Seller Parties Company shall use its their respective commercially reasonable best efforts to (x) take, or cause to be taken, all actions, and to (y) do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise any Applicable Laws to consummate and make effective, in effective the most expeditious manner transactions contemplated by this Agreement as promptly as practicable, including using commercially reasonable best efforts in (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement, (ii) obtaining (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Third Party, including using reasonable best efforts to: any Governmental Authority (awhich actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Authority) cause the conditions to the Closing set forth in ARTICLE V required to be satisfied; obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement and (biii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders the execution and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; . Additionally, each of Parent and the Company shall use commercially reasonable best efforts not to take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Authority necessary to be obtained prior to Closing. (cb) obtain Prior to the Closing, each party shall promptly consult with the other parties to this Agreement to provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), all necessary filings made by such party with any Governmental Authority or appropriate consentsany other information supplied by such party to, waivers and approvals under any Company Material Contracts or correspondence with, a Governmental Authority in connection with this Agreement and the consummation of the transactions contemplated hereby so as by this Agreement. Each party to maintain and preserve this Agreement shall promptly inform the benefits under such Company Material Contracts following the consummation other parties to this Agreement of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. In addition If any party to this Agreement or any Affiliate of such party receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then such party shall use commercially reasonable best efforts to make, or cause to be made, promptly and after consultation with the other parties to this Agreement, an appropriate response in compliance with such request. (c) The Company and Parent shall use commercially reasonable best efforts to file, as promptly as practicable, but in any event no later than ten (10) Business Days after the date of this Agreement, notifications under the HSR Act and shall use reasonable best efforts to 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 to respond, as promptly as practicable, to all inquiries and requests received from any state Attorney General or other Governmental Authority in connection with antitrust matters. (d) Each of Parent and the Company shall use commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Parent and the Company shall use reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. (e) Company and Parent shall cooperate with respect to the preparation and submission as promptly as practicable following the date of this Agreement, of a joint filing and any requested supplemental information (collectively, the “Joint Filing”) to the Committee on Foreign Investment in the United States (including any successor or replacement, “CFIUS”) under Exon-Fxxxxx with regard to the transactions contemplated by this Agreement. The parties shall promptly provide each other with all information necessary to complete preparation and submission of the Joint Filing, to respond to any inquiries from CFIUS or any other interested Governmental Authority and use commercially reasonable best efforts to take all steps necessary to secure the approval of CFIUS of the transactions contemplated hereby as promptly as practicable (“CFIUS Approval”). Without limiting the foregoing, neither Solera nor any Seller Party the requirement of Parent to use its commercially reasonable best efforts to obtain the CFIUS Approval shall take any actioninclude negotiating and entering into one or more mitigation agreements with a federal Governmental Authority, or fail to take any action, provided that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. mitigation agreements would not result in a Company Material Adverse Effect. (f) Notwithstanding anything to the contrary herein, none nothing in this Agreement shall require Parent or any of WCASits Affiliates to (i) litigate with any Governmental Authority, WCAS SRS, (ii) divest any material business or assets or any of the shares of the Company or any of its Subsidiaries, (iii) divest, hold separate or otherwise accept limitations on ownership or control by Parent or any of its Affiliates of any of their respective existing businesses, assets or properties or on the operation of the business of Parent or any of its Affiliates (other than the Company’s Subsidiaries shall be required to pay ) or (iv) agree that a majority of the directors of Parent, any consent of its Affiliates or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments of the Company or any amendments, supplements of its Subsidiaries be residents or other modifications to (or waivers ‑18‑ of) citizens of the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractUnited States.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties; provided, however, that, with respect to Sections 6.6(a)(i) and 6.6(a)(ii), except for all filing fees related to obtaining any necessary approvals for the Merger under the HSR Act which fees shall be paid by Parent, Parent shall not have any obligation to offer or pay any consideration in order to obtain any such consents, approvals or waivers; provided, further, however, that, with respect to Sections 6.6(a)(i) and 6.6(a)(ii), the Company shall not offer or pay any consideration, or make any agreement or understanding affecting the Business or the assets, properties or liabilities of the Company, in order to obtain any such consents, approvals or waivers, except with the prior written consent of Parent which consent shall not be unreasonably withheld or delayed, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, or the consummation of the transactions contemplated hereby, including seeking to have any stay, temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Merger at the benefits under such Company Material Contracts following behest of any Governmental Entity without the consummation consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party shall use all reasonable best efforts to the foregoing, neither Solera nor any Seller Party shall not take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue or result in a breach of any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under covenant made by it in this Agreement. . (c) Notwithstanding anything to the contrary hereincontained in this Agreement (including Section 6.6(a) hereof), none in connection with any filing or submission required or action to be taken by either Parent or the Company or any Governmental Entity to effect the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction, and neither Parent nor any of WCASits affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, WCAS SRSor its ability to retain, the Company or any of the Company’s Subsidiaries shall be required to pay any consent businesses, product lines or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments assets of Parent or any amendmentsof its Subsidiaries, supplements or other modifications to (take any action that otherwise would have a Material Adverse Effect on Parent or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractCompany.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such other parties in doing, all things reasonably actions that are necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause the conditions to the Closing set forth obtain all required consents, approvals or waivers from, or participation in ARTICLE V to be satisfied; other discussions or negotiations with, third parties, including as required under any Material Contract, (bii) obtain all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and Entities, 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 Action by, any Governmental Entity, including filings under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”), (iii) contest any Action instituted (or threatened to be instituted) by the FTC, the DOJ or any Governmental AuthoritiesEntity, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that are is in effect in the United States or applicable foreign jurisdiction and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including by pursuing all avenues of administrative and judicial appeal, and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated by hereby and fully to carry out the purposes of this Agreement; and (c) obtain all necessary or appropriate consentsprovided, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any actionhowever, that is intended to have the effect of preventing(A) in no event shall Parent, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSMerger Sub, the Company or any of the Company’s its Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment penalty or other consideration (including increased rent to any third party, unless such payment would be, individually or other similar payments or any amendmentsin the aggregate, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) in an amount that would not be material, to obtain any consent or approval required for the consentconsummation of the Offer, the Merger or the other transactions contemplated hereby other than antitrust filing fees and (B) neither the Company nor any of its Subsidiaries shall commit to any concession, waiver or approval amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the material information relating to Parent or the Company, as the case may be, and any of their respective 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 Offer, the Merger and the other transactions contemplated by this Agreement, except for 4(c) documents filed pursuant to the HSR Act. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Person Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any Contractmeeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. All confidential or proprietary information received by any party in connection with the foregoing shall be held confidential and not used or disclosed except to the extent that disclosure may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to conditions of this Agreement (including Section 8.02), the conditions set forth in this Agreement, each of Solera Company and the Seller Parties Parent shall use its their 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement. (b) Subject to Section 8.02, Parent and the Company shall use reasonable best efforts to (i) prepare, as soon as practicable, all filings and other presentations in connection with seeking any regulatory approval, exemption or other authorization from any Governmental Authority necessary to consummate the transactions contemplated hereby; (ii) prosecute such filings and other presentations with diligence; and (ciii) obtain oppose any objections to, appeals from or petitions to reconsider or reopen any such approval by Persons not party to this Agreement. Parent and the Company shall use reasonable best efforts to furnish all necessary information in connection with the approvals of or appropriate consents, waivers filings with any Governmental Authority and approvals under shall promptly cooperate with and furnish information in connection with any Company Material Contracts such requirements imposed upon Parent or any of its Subsidiaries in connection with this Agreement and the consummation of the transactions contemplated hereby so as hereby. Subject to maintain Section 8.02, Parent shall use reasonable best efforts to obtain any consent, authorization, order or approval of, or any exemption by, and preserve the benefits under such Company Material Contracts following to remove any impediment imposed by any Governmental Authority to allow the consummation of the transactions contemplated hereby. Parent and the Company shall each advise the other party promptly of any material communication received by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of its Affiliates from the Company’s Federal trade commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”), any state attorney general or any other governmental authority regarding any of the transactions contemplated hereby, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with the FTC, the DOJ, any state attorney general or any other Governmental Authority in connection with the transactions contemplated hereby. Parent and Company shall each consult with the other in advance of any material meetings with the FTC, the DOJ, any state attorney general or any other Governmental Authority and to the extent permitted by the FTC or DOJ or any other Governmental Authority, give the other the opportunity to attend and participate thereat. Parent will determine strategy, lead all proceedings and coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Authority as contemplated hereby, and the Company and its Subsidiaries shall be required to pay any consent will take such actions as reasonably requested by Parent in connection with obtaining such approval, exemption or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractauthorization.

Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties shall parties hereto 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by any Governmental Authority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any claims, investigations, actions, lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; . Each party will promptly consult with the other with respect to, provide any necessary information with respect to and provide the other (cor its counsel) obtain copies of, all necessary or appropriate consents, waivers and approvals under filings made by such party with any Company Material Contracts Governmental Authority in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreementhereby. In addition addition, if at any time prior to the foregoingEffective Time any event or circumstance relating to any of API, neither Solera nor any Seller Party shall take any action, TDS or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company Purchaser or any of the Company’s Subsidiaries shall be required to pay any consent or other similar feetheir respective Subsidiaries, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsof their respective officers or directors, supplements should be discovered by API, TDS or Purchaser, as the case may be, and which should be set forth in an amendment or supplement to the Offer Documents, the discovering party will promptly inform the other modifications to (party of such event or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractcircumstance.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of Solera and the Seller Parties parties hereto shall use its reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effectiveeffective the Transactions, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (bii) obtain all necessary actions or non-actionsfrom any Governmental Entities any consents, licenses, permits, waivers, consents, approvals, authorizations or orders and authorizations from required to be obtained or made by the Purchaser, the Company, Evercore LP or any of the Company Subsidiaries, or to avoid any action or proceeding by any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and Entity (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts including those in connection with any applicable Competition Laws), in connection with the authorization, execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby so Transactions, and (iii) make promptly its respective filings, and thereafter make any other submissions, required under applicable Laws as soon as reasonably practicable; provided, however, that the Purchaser and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to maintain the non-filing party and preserve its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. (b) The parties hereto shall cooperate and assist one another in connection with all actions to be taken pursuant to Section 6.1(a), including the benefits under preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing party and their advisors prior to filing, and to the extent practicable neither party will file any such document or have any communication with any Governmental Entity with respect to the Transactions without prior consultation with the other parties. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Entity with respect to the Transactions. To the extent practicable and permitted by a Governmental Entity, each party hereto shall permit representatives of the other party to participate in meetings (whether by telephone or in person) with such Governmental Entity. (c) From the date of this Agreement until the Closing, the Company Material Contracts following and the Purchaser shall promptly notify the other party in writing of any pending or, to the knowledge of the Company or the Purchaser, as the case may be, threatened Action by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with the Transactions or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement. In addition Transactions, which would reasonably be expected to the foregoing, neither Solera nor any Seller Party shall take any action, prevent or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the materially delay consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractTransactions.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of Solera and the Seller Parties shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with such the other parties in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (bii) obtain all necessary actions from any Governmental Entities or any other third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent, Merger Sub or any of their respective Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Authorities performance of this Agreement and the consummation of the transactions contemplated hereby; provided, that in connection therewith, without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or its Subsidiaries will make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) promptly make all necessary registrationsregistrations and filings, declarations and filings thereafter make any other required submissions, with Governmental Authoritiesrespect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that are the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences; (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement; . No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. For the avoidance of doubt, Parent, Merger Sub and the Company agree that nothing contained in this Section 6.10(a) shall modify or affect their respective rights and responsibilities under Section 6.10(b). The provisions of this Section 6.10(a) shall not apply to the matters described in Section 5.9 and Section 6.17. (cb) Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their reasonable best efforts to prepare, as promptly as practicable and within the applicable regulatory deadlines, any required merger notifications or obtain all necessary any government clearances or appropriate consentsapprovals required for Closing under the HSR Act and any other federal, waivers and approvals state or foreign Law designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition (collectively “Antitrust Laws”), to respond to any government requests for information under any Company Material Contracts in connection with this Agreement Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby so as by this Agreement under any Antitrust Law (an “Antitrust Order”). The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to maintain the other parties in advance, subject to applicable privileges including attorney-client and preserve attorney work product privileges, 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 Antitrust Law. Without limiting the benefits generality of the foregoing, neither the Parent, Merger Sub, nor any of its Affiliates (or any of their respective subsidiaries) nor (unless such action is conditioned upon the Closing) the Company or any of its Affiliates, shall, under such this Section 6.10(b), be required to (i) effect any sale, divestiture or disposition of existing or acquired assets or businesses, or (ii) take or agree to take any other action or agree to any limitation that (A) adversely affects any of the Parent’s, Merger Sub’s, the Company’s and any of its Subsidiaries’ or any of their Affiliates’ businesses, or (B) would have a materially adverse effect on any material benefit Parent or the Company Material Contracts following the consummation of or its stockholders seek to receive from the transactions contemplated by this Agreement. In addition . (c) Notwithstanding anything in this Agreement to the foregoingcontrary, neither Solera Company, Parent, Merger Sub nor any Seller Party of their respective Affiliates shall take be under any action, or fail obligation to take any action, that is intended action under this Section 6.10(a) or (b) if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to have the effect of preventing, impairing, delaying seek a preliminary injunction or otherwise adversely affecting the restraining order to enjoin consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractMerger.

Reasonable Best Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera Parent, Holdings and Merger Sub, on the one hand, and the Seller Parties Partnership and the General Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doingall things, all things reasonably necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptly as reasonably practicable (and in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent, Holdings and the General Partner, until the Effective Time or otherwise the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units and Preferred Units and the General Partner Interest in the Partnership beneficially owned by Parent, Holdings, any of their respective Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter, and to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions preparing and filing as promptly as practicable all documentation to the Closing set forth in ARTICLE V to be satisfied; (b) obtain effect all necessary actions or non-actionsfilings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) promptly obtain (and in any event no later than the Outside Date) all approvals, consents, waivers, consentsclearances, approvalsexpirations or terminations of waiting periods, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations Permits, authorizations and filings with other confirmations from any Governmental AuthoritiesAuthority or third party necessary, that are necessary proper or advisable to consummate the transactions contemplated by this Agreement; , and (ciii) obtain all necessary or appropriate consents, waivers and approvals under defend any Company Material Contracts in connection with Proceedings challenging this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following or the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Agreement or fail to take any action, that is intended seek to have the effect of preventing, impairing, delaying lifted or otherwise rescinded any injunction or restraining order or other order adversely affecting the consummation ability of the Closing or parties to consummate the ability of such party to fully perform its obligations under this Agreementtransactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary hereincontrary, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries no party hereto nor its Affiliates shall be required obligated pursuant to pay this Section 6.3 to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any Governmental Authority that involves (i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracthold separate order.

Reasonable Best Efforts. Upon (a) (i) As soon as practicable following the terms and subject to the conditions set forth in date of this Agreement, the Company and Parent shall properly prepare and file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") any Notification and Report Forms relating to the Merger required by the Hart-Scott-Rodino Antitrust Impxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), as well as comparable pre-merger notification forms required by the merger notification and control Laws and regulations of any other applicable jurisdiction, as agreed to by the parties (collectively, the "HSR Filings"). Each of the Company and Parent shall promptly supply any additional information which may be requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties reasonably deem appropriate. Each of the Company and Parent shall promptly notify the other of the receipt of any comments on, or any request for amendments or supplements to, any HSR Filing, and each of Solera the Company and Parent shall supply the other with copies of all correspondence between such party and each of its Subsidiaries and representatives, on the one hand, and the Seller Parties shall FTC, the DOJ or other Governmental Entity or members of their respective staff or other appropriate officials, on the other hand, with respect to HSR Filings. Each of the Company and Parent agrees to use its reasonable best efforts to take, secure termination of any waiting periods under the HSR Act or cause to be taken, all actions, other applicable Law and to do, or cause to be done, obtain the approval of any Governmental Entity required for the Merger and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreementhereby; provided, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authoritieshowever, that are necessary in no event shall Parent or any of its Subsidiaries be required to consummate the transactions contemplated by this Agreement; and (cA) obtain all necessary effect any divestiture or appropriate consents, waivers and approvals under license of any Company Material Contracts in connection with this Agreement and the consummation assets of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Parent or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or their respective Subsidiaries, (B) hold separate any such assets or (C) agree to any restrictions on the operations, business or assets of Parent or the Company’s Subsidiaries shall be required to pay any consent Company or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttheir respective Subsidiaries.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from third parties; (iii) providing any applicable timely notice to the warrant holders pursuant to the Company Stock Purchase Warrants and option holders pursuant to the Company Stock Option Plans; (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Merger at the benefits under such Company Material Contracts following behest of any Governmental Entity without the consummation consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld, conditioned or delayed. (b) Each party hereto shall use its reasonable best efforts not to the foregoing, neither Solera nor any Seller Party shall take any action, or fail enter into any transaction, which would reasonably be expected to impede, interfere with, prevent or delay in any material respect, the Merger; each party shall use commercially reasonably efforts not to take any action, that is intended or enter into any transaction, which would cause any of its representations or warranties in this Agreement to have the effect be materially untrue or result in a material breach of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under any covenant made by it in this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the ----------------------- conditions set forth in this Agreementherein (including Section 6.1), each of Solera and the Seller Parties shall parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effectiveeffective as soon as reasonably practicable the Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement and the Tender and Option Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall apply to, without limitation, (i) the obtaining of all necessary consents, approvals or waivers from third parties and Governmental Entities necessary to the consummation of the Transactions and (ii) opposing vigorously any litigation or administrative proceeding relating to this Agreement and the Tender and Option Agreement or the transactions contemplated hereby and thereby, including, without limitation, promptly appealing any adverse court or agency order. Notwithstanding the foregoing or any other provisions contained in this Agreement or the most expeditious manner practicableTender and Option Agreement to the contrary, neither Parent nor any of its affiliates shall be under any obligation of any kind to (i) respond to a second request for information under the HSR Act or to enter into any negotiations or to otherwise agree with or litigate against any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and foreign antitrust, competition or other similar laws, or (ii) otherwise agree with any Governmental Entity or any other party to sell or otherwise dispose of, agree to any limitations on the ownership or control of, or hold separate (through the establishment of a trust or otherwise) particular assets or categories of assets or businesses of any of the Company, its subsidiaries, Parent or any of Parent's affiliates. (b) The Company shall give and make all required and material notices and reports to the appropriate persons with respect to the Permits and Environmental Permits that may be necessary for the sale and purchase of the business and the ownership, operation and use of the assets of Surviving Corporation by Parent and Purchaser after the Effective Time. Subject to the other terms of this Agreement, each of the Company, Parent and Purchaser shall cooperate and use their respective reasonable best efforts to make all filings, to obtain all actions or nonactions, waivers, Permits and orders of Governmental Entities necessary to consummate the Transactions and to take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity. Each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing. (c) The Company shall use its reasonable best efforts to complete prior to the expiration of the Offer all activities, if any (including, without limitation, all investigation, remediation, notifications and certifications) required of the Company in connection with, and in compliance with, the Connecticut Property Transfer Law (Sections 22a-134 through 22a-134e of the Connecticut General Statutes, as amended by Public Act 95-183) (the "Connecticut Property Transfer Law") with respect to the 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx property (the "Plainville Property"). (d) The Company and its Board of Directors shall (i) use its reasonable best efforts to ensure that no state takeover statute or similar statute, rule or regulation (including Sections 2538 through 2588, inclusive, of the PBCL) is or becomes applicable to the Offer, the Merger, this Agreement, the Tender and Option Agreement or any of the other Transactions contemplated by the foregoing and (ii) if any state takeover statute or similar statute, rule or regulation becomes applicable to the Offer, the Merger, this Agreement, the Tender and Option Agreement or any other Transactions, use its reasonable best efforts to ensure that the Offer, the Merger and the other Transactions, including the transactions contemplated by this AgreementAgreement and the Tender and Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Tender and Option Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions Transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain Tender and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Option Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. Upon (a) Without limiting the parties’ obligations under Section 6.6, upon the terms and subject to the conditions set forth herein provided, except as otherwise provided in this Agreement, Agreement each of Solera and the Seller Parties parties hereto shall use its reasonable best efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be done, done and to assist and cooperate with such the other parties party in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by Transactions, including: (i) the satisfaction of the conditions precedent to the obligations of any of the parties; (ii) the obtaining of applicable consents, waivers or approvals of any Governmental Entities or third parties; (iii) the defending of any Actions challenging this Agreement or the performance of the obligations hereby; and (iv) the execution and delivery of such instruments, and the taking of such other actions, as the other party may reasonably require in order to carry out the intent of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, including using reasonable best efforts to: nothing herein shall obligate or be construed to obligate the Company or any of its Affiliates to (ai) make, or to cause the conditions to the Closing set forth in ARTICLE V to be satisfied; made, any payment to any third party in order to obtain the consent or approval of such third party for any reason or (bii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail agree to take any action, action or to agree to any restriction that is intended to have not conditioned on the effect of preventing, impairing, delaying or otherwise adversely affecting the prior consummation of the Closing or would otherwise be effective prior to the ability of such party to fully perform its obligations under this AgreementClosing. Notwithstanding anything to the contrary hereinin this Agreement, none of WCAS, WCAS SRS, Purchaser and Merger Sub agree that the Company and its Affiliates shall not have any liability whatsoever to Purchaser or Merger Sub arising out of or relating to the failure to obtain any of the Company’s Subsidiaries consent, approval or waiver under any contract or from any other Person and no representation, warranty or covenant herein shall be required to pay any consent breached or other similar feedeemed breached, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms no condition shall be deemed not satisfied and no termination right shall be deemed triggered as a result of any Contract) to obtain the consent, waiver or approval of any Person under any Contractsuch failure.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties party shall use its reasonable best efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate the Merger and make effective, in the most expeditious manner practicable, the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) the taking of all reasonable acts necessary to cause the conditions to the Closing set forth in ARTICLE V to be satisfied; , (bii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or Proceeding by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties (provided that are if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of Company and/or Parent, as applicable, not to be unreasonably withheld), (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Company shall give Parent the opportunity to participate in the defense of any shareholder litigation against Company and/or its directors relating to the transactions contemplated by this Agreement. Each party shall also refrain from taking, directly or indirectly, any action contrary or inconsistent with the provisions of this Agreement, including action that would impair such party's ability to consummate the Merger and the other transactions contemplated hereby. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose or transfer, or cause any of its Subsidiaries to dispose of or transfer, any assets, or to commit to cause Company to dispose of any assets; and (cii) obtain all necessary to discontinue or appropriate consentsto cause any of its Subsidiaries to discontinue offering any product or service, waivers and approvals under or to commit to cause Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology or other Intellectual Property, or to commit to cause Company Material Contracts in connection with this to license or otherwise make available to any Person any technology or other Intellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause Company to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Company; or (vi) to defend any Proceeding, whether judicial or administrative, challenging the Agreement and or the consummation of the transactions contemplated hereby so as hereby, including seeking to maintain have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. (c) Without limiting the generality of this Section 5.7, Parent and preserve Company shall together, or pursuant to an allocation of responsibility to be agreed between them, coordinate and THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. cooperate (i) in connection with the benefits under such Company Material Contracts following preparation of the Information Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor and (iii) in seeking any Seller Party shall take any actionsuch actions, or fail to take any actionconsents, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (approvals or waivers ‑18‑ of) or making any such filings, furnishing information required in connection therewith or with the existing terms of any Contract) Information Statement and seeking timely to obtain the consentany such actions, waiver consents, approvals or approval of any Person under any Contractwaivers.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.6(c)), each of Solera the parties hereto shall cooperate with the other parties and the Seller Parties use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doingall things, all things reasonably necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, 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 and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions. (b) 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 most expeditious manner practicableTransactions 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 material communication received by such party from, or given by such party to 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, the transactions contemplated Company and its Subsidiaries agree not to participate in any scheduled meeting or substantive discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless they consult with Parent in advance and, to the extent not prohibited by such Governmental Authority, give Parent the opportunity to attend and participate. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, 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. Notwithstanding the foregoing or any other provision of this Agreement, including using reasonable best efforts to: the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 5.6 shall (ai) cause the conditions limit any applicable rights a party may have to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with terminate this Agreement and the consummation of the transactions contemplated hereby pursuant to Section 7.1 so long as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party has up to fully perform then complied in all material respects with its obligations under this Agreement. Notwithstanding anything Section 5.6, (ii) require Parent or Merger Sub to offer, accept or agree to (A) dispose, license or hold separate (in trust or otherwise) any part of its or the contrary hereinCompany’s businesses, none operations, assets or product lines (or a combination of WCASParent’s and the Company’s respective businesses, WCAS SRSoperations, 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 Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the Companyworld (including, but not limited to, any such party’s Subsidiaries shall be required freedom of action with respect to pay future acquisitions of assets or businesses or its full rights of ownership with respect to any of its assets or businesses) and/or (D) accept any undertaking or condition, enter into any consent decree, accept any operational restriction, or take any other similar feeaction that, “profit sharing” in the reasonable judgment of Parent, could be expected to limit the right of Parent or other similar payment the Surviving Corporation to own or other consideration (including increased rent or other similar payments operate all or any amendmentsportion of their respective businesses or assets or (iii) require any party to this Agreement to contest or otherwise resist any administrative or judicial action or proceeding, supplements or other modifications to (or waivers ‑18‑ of) including any proceeding by a private party, challenging any of the existing terms Transactions as violative of any Contract) to obtain the consent, waiver or approval of any Person under any ContractAntitrust Law.

Reasonable Best Efforts. Upon the terms (a) The parties will cooperate and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall use its their respective reasonable best efforts to satisfy the conditions to Closing contained in this Agreement and to take, or cause to be taken, all appropriate actions, and to domake, or cause to be done, and to assist and cooperate with such other parties in doingmade, all things reasonably filings necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using their respective reasonable best efforts to: (a) cause to obtain, as soon as reasonably practicable after the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain date hereof, all necessary actions or non-actionslicenses, waiversPermits, consents, approvals, authorizations, qualifications and orders and authorizations from of Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that parties to Contracts as are necessary to consummate the transactions contemplated by this Agreementthe Agreement and to fulfill the conditions to the sale contemplated hereby; and provided, however, that no party shall have any obligation to expend money, commence or participate in any litigation or offer or grant any accommodation (cfinancial or otherwise) to any third Person in order to obtain all necessary or appropriate any such consents, waivers and approvals under any Company Material Contracts or waivers. The parties will cooperate with each other in connection with this Agreement any such filing (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and the consummation considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of the transactions contemplated hereby so as any Governmental Authority with respect to maintain and preserve the benefits under any such Company Material Contracts following the consummation of filing or any such transaction. Each such party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. In addition Each such party shall promptly inform the other parties hereto of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. No party hereto shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the foregoingextent permitted by such Governmental Authority, neither Solera nor the opportunity to attend and/or participate. The parties may, as each deems advisable and necessary, reasonably designate any Seller Party competitively sensitive material provided to the other under this Section 6.5 as “outside counsel only.” Such materials and the information contained therein shall take any actionbe given only to the outside legal counsel of the recipient, and economists or other agents engaged by such outside counsel, and will not be disclosed by such outside counsel to employees, officers, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation directors of the Closing or recipient, unless express written permission is obtained in advance from the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any source of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractmaterials.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this AgreementAgreement as promptly as practicable including, including using reasonable best efforts but not limited to: (a) cause , the conditions to the Closing set forth in ARTICLE V preparation and filing of all forms, registrations and notices required to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary filed to consummate the transactions contemplated by this Agreement; Agreement and (c) the taking of such actions as are necessary to obtain all necessary or appropriate any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and approvals under the satisfaction of all conditions to Closing. Each party shall promptly consult with the other with respect to, provide any Company Material Contracts necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve by this Agreement. (b) Each party hereto shall promptly inform the benefits under such Company Material Contracts following the consummation other of any communications from any Government Entity regarding any of the transactions contemplated by this Agreement. In addition If any party or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the foregoingtransactions contemplated by this Agreement, neither Solera nor any Seller Party shall take any actionthen such party will endeavor in good faith to make, or fail cause to take be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) Notwithstanding the forgoing, nothing in this Agreement shall be deemed to require Parent to enter into any actionagreement with any Governmental Entity or to consent to any order, that is intended decree or judgment requiring Parent to have hold, separate or divest, or to restrict the effect dominion or control of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company Parent or any of its affiliates over, any of the assets, properties or businesses of Parent, its affiliates or the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Solera Parent, Merger Sub and the Seller Parties shall Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise (subject to any Applicable Law) to consummate and make effectiveeffective the Merger and the other Transactions as promptly as practicable including (i) the preparation and filing of all forms, in registrations and notices required to be filed to consummate the most expeditious manner practicableMerger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Authority, and (ii) the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the Closing set forth date hereof that would reasonably be expected to materially delay the obtaining of, or result in ARTICLE V not obtaining, any permission, approval or consent from any Governmental Authority necessary to be satisfied; obtained prior to Closing. (b) obtain Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all necessary actions filings made by such party with any Governmental Authority or non-actions, waivers, consents, approvals, orders and authorizations from any other information supplied by such party to a Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts Authority in connection with this Agreement, the Merger and the other Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Authority 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 Authority with respect to any of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement and or consummation of any of the Transactions, each party shall use its best efforts to effect such transfers, amendments or modifications. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require any party to commence any litigation against any entity in order to facilitate the consummation of any of the transactions contemplated hereby so as Transactions or to maintain and preserve the benefits under such Company Material Contracts following defend against any litigation brought by any Governmental Authority seeking to prevent the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractTransactions.

Reasonable Best Efforts. Upon the terms The Merger Agreement provides that each party will make (i) an appropriate filing of a Notification and subject Report Form pursuant to the conditions set forth HSR Act (such report form, the “Report Form”) with respect to the transactions contemplated by the Merger Agreement and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other governmental entities under foreign competition laws relating to the transactions. The parties to the Merger Agreement agree to act in this good faith and reasonably cooperate with the other parties in connection with any investigation of any governmental entity with respect to competition laws, including using reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice. Each party will give the other parties reasonable prior notice of any communication with, and any proposed understanding or agreement with, any governmental entity regarding any filings, forms, declarations, notifications, registrations or notices and permit the other parties to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed communication, understanding or agreement with any governmental entity with respect to the transactions contemplated by the Merger Agreement. None of the parties will independently participate in any meeting, or engage in any substantive conversation, with any governmental entity in respect of any filings or inquiry with respect to competition laws without giving the other parties prior notice of the meeting and, unless prohibited by such governmental entity, the opportunity to attend and/or participate. The parties will consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any competition law. Without limiting the foregoing, Penwest and Endo will each of Solera and the Seller Parties shall use its reasonable best efforts: (i) to avoid the entry of any judgment that would restrain, prevent or delay the Merger Closing; (ii) to eliminate every impediment under any competition law that may be asserted by any governmental entity so as to enable the Merger Closing to occur as soon as reasonably possible (and in any event no later than October 19, 2010); and (iii) vigorously to contest and resist any such action or proceeding, including any administrative or judicial action. The parties agree to use reasonable best efforts to take, or cause to be taken, all actions, take and to do, or cause to be done, and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicableOffer, the Merger and the other transactions contemplated by this the Merger Agreement, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all other Table of Contents necessary actions or non-actionsnonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Authorities governmental entities and make the making of all other necessary registrations, declarations registrations and filings (including filings with Governmental Authoritiesgovernmental entities, if any), (ii) the obtaining of all consents, approvals or waivers from third parties that are necessary to consummate the Offer, the Merger and the transactions contemplated by this the Merger Agreement; , (iii) the preparation of the Proxy Statement and any other documents that may be required to be filed with the Commission, (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement, and (cv) obtain the providing of all necessary or appropriate consentssuch information concerning such party, waivers its subsidiaries, its affiliates and approvals under any Company Material Contracts its subsidiaries’ and affiliates’ officers, directors, employees and partners as may be reasonably requested in connection with this Agreement and any regulatory matters. Notwithstanding the consummation of the transactions contemplated hereby so as foregoing obligations, neither Penwest nor Endo will be required in order to maintain and preserve the benefits resolve any objections asserted under such Company Material Contracts following the consummation competition laws by any governmental entity with respect to any of the transactions contemplated by this Agreement. In addition the Merger Agreement to the foregoingdivest any of its businesses, neither Solera nor any Seller Party shall take any actionproduct lines or assets, or fail take or agree to take any action, that is intended other action or agree to have the effect of preventing, impairing, delaying any limitation or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractrestriction.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act, Exon-Xxxxxx, any other pre-merger filings and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Offer or the benefits under such Company Material Contracts following Merger at the consummation behest of any Governmental Entity without the consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party shall use all reasonable best efforts to the foregoing, neither Solera nor any Seller Party shall not take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue or result in a breach of any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under covenant made by it in this Agreement. . (c) Notwithstanding anything to the contrary hereincontained in this Agreement, none in connection with any filing or submission required or action to be taken by either Parent or the Company to effect the Offer, the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of WCASits Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, WCAS SRSor its ability to retain, the Company or any of the Company’s Subsidiaries shall be required to pay any consent businesses, product lines or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments assets of Parent or any amendments, supplements of its Subsidiaries or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractthat otherwise would have a Material Adverse Effect on Parent.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties hereto agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and taking all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Entity; (ii) obtaining all necessary consents, approvals or waivers from third parties; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Merger at the benefits under such Company Material Contracts following behest of any Governmental Entity without the consummation consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party hereto shall use its reasonable best efforts not to the foregoing, neither Solera nor any Seller Party shall take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue in any actionmaterial respect or result in a material breach of any covenant made by it in this Agreement or which could reasonably be expected to impede, that is intended to have the effect of preventinginterfere with, impairing, delaying prevent or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSdelay in any material respect, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractMerger.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties 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, and to dodo promptly, or cause to be donedone promptly, and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effectiveeffective the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals, from Governmental Entities and making all necessary registrations and filings and taking 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) obtaining all necessary consents, approvals or waivers from third parties, (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. (b) Parent and Merger Sub shall make filings as required by the FAA within ten business days after the date of this Agreement. (c) Each party hereto shall promptly consult (which shall include a reasonable opportunity to review and comment on any filings) with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the most expeditious manner practicable, transactions contemplated by this Agreement. Each party hereto shall promptly inform the other of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement unless otherwise prohibited by Law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the conditions other party, an appropriate response in compliance with such request. Neither the Company nor Parent shall permit any of its officers or any other Representatives to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the Closing set forth extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. The Company shall give prompt notice to the Parent of any change, fact or condition that is reasonably expected to result in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any a Company Material Contracts Adverse Effect or of any failure of any condition in Article VI. (d) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisers to provide, upon the reasonable request of Parent, and at Parent’s expense, all cooperation reasonably necessary in connection with this Agreement and the consummation arrangement of any financing to be consummated contemporaneously with or at or after the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation Closing in respect of the transactions contemplated by this Agreement. In addition to Without limiting the generality of the foregoing, neither Solera nor the Company agrees to use commercially reasonable efforts to identify and secure the release and termination of any Seller Party shall take any action, Aircraft Liens upon or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything relating to the contrary hereinCaravan, none of WCASLxxx and other jet aircraft (or any material parts thereof, WCAS SRS, including any jet engines) owned by the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractits Subsidiaries.

Reasonable Best Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Solera Parent, Purchaser and the Seller Parties shall Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under (subject to any applicable Law or otherwise laws) to consummate and make effectiveeffective the Merger and the other Transactions as promptly as practicable including, in but not limited to (i) the most expeditious manner practicablepreparation and filing of all forms, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V registrations and notices required to be satisfied; (b) filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain all necessary actions or non-actions, waiversany requisite approvals, consents, approvalsorders, 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 authorizations (iii) the satisfaction of the other parties’ conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are Entity necessary to consummate be obtained prior to Closing. Notwithstanding the transactions contemplated by this Agreement; and (c) obtain all necessary foregoing, or appropriate consentsany other covenant herein contained, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation receipt of any necessary approvals under the HSR Act, neither the Company nor any of the transactions contemplated hereby so as Company Subsidiaries shall be entitled to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall divest or hold separate or otherwise take any action, or fail commit to take any actionaction that limits Parent’s or Purchaser’s freedom of action with respect of, that is intended or their ability to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSretain, the Company or any of the CompanyCompany Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of the Company Subsidiaries, without Parent’s Subsidiaries prior written consent. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the Merger and the other Transactions. Each party hereto shall promptly inform the other 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, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall use commercially reasonable efforts to effect the transfer, amendment or modification of such permits as requested by Parent. (c) If required, 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 antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting period. (d) Notwithstanding the foregoing, nothing in this Agreement shall be required deemed to pay require Parent or Purchaser to commence any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or litigation against any amendments, supplements or other modifications entity in order to (or waivers ‑18‑ of) facilitate the existing terms consummation of any Contract) of the Transactions or to obtain defend against any litigation brought by any Governmental Entity seeking to prevent the consent, waiver or approval consummation of any Person under any Contractof the Transactions.

Reasonable Best Efforts. Upon (a) Each of the terms Company and subject to the conditions set forth in this AgreementParent shall, each of Solera and the Seller Parties shall cause its respective Subsidiaries to, use its reasonable best efforts as promptly as practicable (i) to take, or cause to be taken, all actions, actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Bank Merger), (ii) to obtain (and to cooperate with each 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 which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the transactions contemplated by this Agreement (including using reasonable best efforts to: the Bank Merger), provided, that this clause (aii) cause the conditions shall not apply to the Closing set forth in ARTICLE V SEC Investigation, which is covered by Section 5.2, (iii) to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrationsfilings, declarations and filings thereafter make any other required submissions, with Governmental Authoritiesrespect to this Agreement, the Merger and the Bank Merger required (A) under the 42 Exchange Act and any other applicable federal and state securities Laws, (B) under the HSR Act and any related governmental request thereunder, if applicable, (C) with the Secretary of State of the State of Delaware, SEC, OCC, FDIC, Board of Governors of the Federal Reserve, Superintendent, Minnesota DOC, Florida DFS and Bermuda Monetary Authority and (D) under any other applicable Law, and (iv) to execute or deliver any additional instruments that the other parties, or any of them, may reasonably request that are necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement (including the Merger and the Bank Merger). Each of the Company and Parent will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing. In furtherance of the foregoing, each of the Company and Parent shall, and shall cause its respective Subsidiaries to, use reasonable best efforts to cause to be made all filings under the HSR Act, if applicable, no later than ten (10) business days after the date hereof and all other filings contemplated by this Agreement; clause (iii) no later than thirty (30) days after the date hereof. (b) Parent agrees to execute and deliver, or cause to be executed and delivered by or on behalf of the Surviving Corporation, at or prior to the Effective Time, those supplemental indentures and other instruments listed in Section 6.5(b) of the Company Disclosure Schedule, which supplemental indentures and other instruments are required for the due assumption of the Company's outstanding debt, guarantees and other securities to the extent required by the terms of such debt, guarantees and securities and the instruments and agreements relating thereto. (c) obtain all necessary Each of the Company and Parent and their respective Boards of Directors shall, if any state takeover statute, similar statute or appropriate consentssimilar provision in the Certificate of Incorporation becomes applicable to this Agreement, waivers the Stockholder Agreement, the Merger, the Bank Merger or any other transactions contemplated hereby and approvals under any Company Material Contracts in connection with thereby, use reasonable best efforts to ensure that the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the consummation Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or provision on this Agreement, the Stockholder Agreement, the Merger, the Bank Merger and any other transactions contemplated hereby so as to maintain and preserve the benefits under such thereby. (d) The Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoingshall, neither Solera nor any Seller Party and shall take any actioncause its Subsidiaries to, or fail use commercially reasonable efforts to take any actionall actions necessary and appropriate to cause the Metris Companies Foundation and the Metris Companies Inc. Political Action Committee to be fully liquidated and dissolved in accordance with applicable Laws. The Company shall, that is intended and shall cause its Subsidiaries to, continue using commercially reasonable efforts to have work toward the effect liquidation and dissolution of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractMWSI and MWSF in accordance with applicable Laws.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera the Company and the Seller Parties Parent shall use its their 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate the Merger and make effective, in the most expeditious manner practicable, the other transactions contemplated by this Agreement, including using reasonable best efforts to: (ai) cause preparing and filing, or cooperating in the conditions preparing and filing, as applicable, as promptly as practicable with any Governmental Authority or other third party all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents that are necessary, proper or advisable to consummate the Closing set forth in ARTICLE V to be satisfiedMerger and the other transactions contemplated by this Agreement; (bii) obtain obtaining and maintaining all necessary actions or non-actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities, Authority or other third party that are necessary necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement, including under the HSR Act and any other applicable Competition Laws, Exon-Xxxxxx, the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130, “ITAR”), NISPOM, and CTA; (iii) subject to Applicable Law, furnishing all information required for any filings, notices, petitions, statements, registrations, submissions of information, applications and other documents to be made in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, making an appropriate response, after consultation with the other parties to this Agreement, to any request for additional information or documentary material from any Governmental Authority or other third party in compliance with such request and timely responding to any questions, after consultation with the other parties to this Agreement, from any Governmental Authority or other third party in connection with the Merger and the other transactions contemplated by this Agreement; (iv) resolving such objections, if any, as may be asserted by any Governmental Authority or other third party with respect to the Merger and the other transactions contemplated by this Agreement; and (cv) obtain all executing and delivering any additional instruments necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement to consummate the Merger and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the other transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party Agreement and to fully perform its obligations under carry out the purposes of this Agreement. Notwithstanding anything the foregoing or any provision of this Agreement to the contrary hereincontrary, none neither Parent nor Merger Subsidiary will be obligated to agree to any sale, divestiture, license, disposition, holding separate of WCASor mitigation of, WCAS SRStermination, prohibition, limitation, restriction or other action in order to obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement if agreeing to such sale, divestiture, license, disposition, holding separate of, mitigation of, termination, prohibition, limitation, restriction or other action, individually or in the aggregate, would have a material adverse effect on Parent and its Subsidiaries or on the Company and its Subsidiaries, in each case, as measured against the Company and its Subsidiaries, taken as a whole. Nothing in this Agreement, including this Section 8.01, shall require or be construed to require the Company or its Subsidiaries to proffer to, or agree to, any sale, divestiture, license, disposition, holding separate of or mitigation of, or any termination, prohibition, limitation, restriction or other action with respect to, existing relationships, contracts, assets, product lines or businesses or interests therein of the Company or any of its Subsidiaries unless the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) effectiveness of such action is conditioned upon the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractClosing.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each Party shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Entity with jurisdiction over enforcement of Solera any applicable Laws with respect to the Transactions, and coordinate and cooperate fully with the Seller other Parties shall in exchanging such information and providing such assistance as the other Parties may reasonably request in connection therewith (including, without limitation, (x) notifying the other Parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Entity in connection with such filings or submissions, (y) permitting the other Parties to review in advance, and consulting with the other Parties on, any proposed filing, submission or communication (whether verbal or written) by such Party to any Governmental Entity, and (z) giving the other Parties the opportunity to attend and participate at any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry); and (ii) use its reasonable best efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law Laws or otherwise to consummate and make effectiveeffective the Transactions by no later than the End Date, in including, without limitation, employing such resources as are necessary to obtain the most expeditious manner practicableregulatory approvals. If, at any time after the transactions contemplated by Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, including using each Party shall cause its respective proper officers and directors to use their reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; take all such action. (b) obtain Each Party shall, upon request by any other Party, furnish such other Party with all necessary actions or non-actionsinformation concerning itself, waiversits Subsidiaries, consentsdirectors, approvals, orders officers and authorizations from Governmental Authorities stockholders and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all such other matters as may be reasonably necessary or appropriate consents, waivers and approvals under any Company Material Contracts advisable in connection with this Agreement and the consummation of Proxy Statement, the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any actionSchedule 13E-3, or fail to take any actionother statement, that is intended to have the effect filing, notice or application made by or on behalf of preventingParent, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSMerger Sub, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Company’s Subsidiaries shall be required Transactions. (c) Each Party agrees to pay cooperate and use its reasonable best efforts to vigorously contest and resist any consent Proceeding, and to have vacated, lifted, reversed or other similar feeoverturned any order (whether temporary, “profit sharing” preliminary or other similar payment permanent) that is in effect and that restricts, prevents or other consideration (prohibits consummation of the Transactions, including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms by vigorously pursuing all available avenues of any Contract) to obtain the consent, waiver or approval of any Person under any Contractadministrative and judicial appeal.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate the Transactions, including (i) preparing and make effectivefiling as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transactions, (iii) executing and delivering all documents required to be executed and delivered at the Closing and (iv) vigorously defending or contesting any litigation or administrative proceeding, and seeking to have vacated, lifted, reversed or overturned any order, decree, injunction or ruling (whether temporary, preliminary or permanent) that is in effect, and that seeks to or would prohibit, prevent, enjoin or materially restrain or delay the most expeditious manner practicable, consummation of the transactions contemplated Transactions. (b) The Purchasers and the Company shall (i) promptly notify each other of any communication concerning this Agreement or the Transactions received by each of them from any Governmental Authority and permit the other to review in advance any proposed communication concerning this Agreement, including using reasonable best efforts to: or the Transactions to any Governmental Authority; (aii) cause not participate or agree to participate in any meeting or discussion with any Governmental Authority in respect of any filing, investigation or other inquiry concerning this Agreement, or the conditions Transactions unless it consults with the other in advance and, to the Closing set forth extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate in ARTICLE V to be satisfied; (b) obtain all necessary actions such meeting or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreementdiscussion; and (ciii) obtain furnish each other with copies of all necessary correspondence, filings and communications (and memoranda setting forth the substance thereof) between such party and its Affiliates and Representatives on the one hand, and any Governmental Authority or appropriate consentsmembers of any such authority’s staff on the other hand, waivers and approvals under any Company Material Contracts in connection with respect to this Agreement and the consummation Transactions. (c) The Purchasers and the Company each agrees that, from and after the date of the transactions contemplated hereby so Original Agreement and prior to the Closing Date, and except as may be agreed in writing by the other parties hereto or as may be permitted pursuant to maintain this Agreement, it shall not, and preserve the benefits under such Company Material Contracts following shall not permit any of its Subsidiaries to, take any action (or agree to take any action) which could reasonably be expected to delay the consummation of the transactions contemplated by this Agreement. In addition Transactions or result in the failure to the foregoing, neither Solera nor satisfy any Seller Party shall take any action, or fail condition to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing Transactions (it being understood and agreed that this Section 9.3(c) shall in no event limit any party’s right to terminate this Agreement in accordance with Article X). (d) Prior to any conversion of the Notes or any exercise of the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSApollo Warrants, the Company and the Majority Purchasers will determine if such conversion or exercise, as applicable, will be subject to any filing or notification requirement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms requirement of any ContractGovernmental Authority. If such conversion or exercise, as applicable, is subject to any such requirement, the Company and the applicable Purchaser(s) will use commercially reasonable efforts to obtain make any required filings or notifications as soon as practicable, will observe any applicable waiting periods and will make all commercially reasonable efforts to cause the consent, waiver or approval termination of any Person under such waiting periods or the removal of any Contractother impediments to conversion or exercise, as applicable. The Parties will furnish to each other such information and assistance as may be necessary to ensure the expiration of any applicable waiting period or the removal of any other impediment to the consummation of such conversion or exercise, as applicable. The Parties will keep each other informed of any communications with any Governmental Authority with respect to the foregoing. The Majority Purchasers shall direct any proceedings, negotiations or communications with any Governmental Authority with respect to the foregoing.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein provided including Section 6.2, each of Solera and the Seller Parties parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using its reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions waivers, consents and approvals, to effect all necessary registrations, filings and submissions (including, but not limited to, (i) filings under the HSR Act and any other submissions requested by the Federal Trade Commission or non-actions, waiversDepartment of Justice and (ii) such filings, consents, approvals, orders registrations and authorizations from Governmental Authorities declarations as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any assets) and make to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Merger, on or before the Termination Date (as defined below), including without limitation defending through litigation on the merits any antitrust, trade regulation or competition claim asserted in any court by any governmental entity (and, in such case, to proceed with the Merger as expeditiously as possible, subject to the other terms and conditions hereof), provided, however that Parent shall not be required to take any action in connection with, or agree to, any hold separate order, sale, divestiture or disposition of plants, assets or businesses of it or of the Company and its Subsidiaries. Subject to applicable laws relating to the exchange of information and in addition to Section 6.3(b), the Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, all necessary registrationsthe information relating to the Company and its Subsidiaries or Parent and its Subsidiaries, declarations and filings with Governmental Authoritiesas the case may be, that are necessary to consummate appears in any filing made with, or written materials submitted to, any third party and/or any governmental authority in connection with the Merger and the other transactions contemplated by this Agreement; and . (cb) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement Parent and the consummation Company shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby so as and work cooperatively in connection with obtaining all required approvals or consents of any governmental authority (whether domestic or foreign). In that regard, each party shall without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other of) any communications from or with any governmental authority (whether domestic or foreign) with respect to maintain and preserve the benefits under such Company Material Contracts following the consummation Merger or any of the other transactions contemplated by this Agreement. In addition , (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such governmental authority, (iii) not participate in any meeting with any such governmental authority unless it consults with the other in advance and to the foregoingextent permitted by such governmental authority gives the other the opportunity to attend and participate thereat, neither Solera nor (iv) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any Seller Party such governmental authority with respect to this Agreement and the Merger, and (v) furnish the other with such necessary information and reasonable assistance as Parent or the Company may reasonably request in connection with its preparation of necessary filings or submissions of information to any governmental authority. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall take any actionbe given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or fail directors of the recipient unless express permission is obtained in advance from the source of their materials (Parent or the Company, as the case may be) or its legal counsel. (c) The Company shall give prompt notice to take Parent, and Parent or Newco shall give prompt notice to the Company of (i) any action, representation or warranty made by it contained in this Agreement that is intended qualified as to have materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the effect of preventingfailure by it to comply with or satisfy in any material respect any covenant, impairing, delaying condition or otherwise adversely affecting the consummation of the Closing agreement to be complied with or the ability of such party to fully perform its obligations satisfied by it under this Agreement. Notwithstanding anything ; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the contrary herein, none of WCAS, WCAS SRS, the Company or any obligations of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person parties under any Contractthis Agreement.

Reasonable Best Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Solera Parent, Purchaser and the Seller Parties shall Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under (subject to any applicable Law or otherwise laws) to consummate and make effectiveeffective the Merger and the other Transactions as promptly as practicable including, in but not limited to (i) the most expeditious manner practicablepreparation and filing of all forms, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V registrations and notices required to be satisfied; (b) filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain all necessary actions or non-actions, waiversany requisite approvals, consents, approvalsorders, 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 authorizations (iii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are Entity necessary to consummate be obtained prior to Closing. Notwithstanding the transactions contemplated by this Agreement; and (c) obtain all necessary foregoing, or appropriate consentsany other covenant herein contained, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation receipt of any necessary approvals under the HSR Act, neither the Company nor any of the transactions contemplated hereby so as Company Subsidiaries shall be entitled to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall divest or hold separate or otherwise take any action, or fail commit to take any actionaction that limits Parent's or Purchaser's freedom of action with respect of, that is intended or their ability to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSretain, the Company or any of the Company’s Company Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsmaterial portions thereof or any of the businesses, supplements product lines, properties or assets of the Company or any of the Company Subsidiaries, without Parent's prior written consent. (b) Prior to the Closing, each party shall promptly consult with the other modifications to parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or waivers ‑18‑ their respective counsel) with copies of) , all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement, the existing terms of any Contract) to obtain Merger and the consent, waiver or approval of any Person under any Contract.other

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties shall party 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate laws and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary regulations to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement Merger and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the other transactions contemplated by this Agreement. In addition to furtherance and not in limitation of the foregoing, neither Solera nor 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 hereby as promptly as practicable and in any Seller Party shall event within ten 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 to take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (a) Each of Parent and Company shall, in connection with the efforts referenced in Section 5.07(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any actionother Antitrust Law (as defined below), 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 informed in all material respects of any material communication received by such party from, or fail to take any actiongiven by such party to, that is intended to have the effect of preventingFederal Trade Commission (the "FTC"), impairing, delaying or otherwise adversely affecting the consummation Antitrust Division of the Closing Department of Justice (the "DOJ") or the ability any other Governmental Authority and of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary hereinany material communication received or given in connection with any proceeding by a private party, none of WCAS, WCAS SRS, the Company or in each case regarding any of the Company’s Subsidiaries shall be required transactions contemplated hereby; and (iii) permit the other party to pay review any consent material communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other similar feeperson, “profit sharing” give the other party the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, "Antitrust Law" means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, txx Xxxxral Trade Commission Axx, xx 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 other similar payment intended to prohibit, restrict or other consideration (including increased rent regulate actions having the purpose or other similar payments effect of monopolization or any amendments, supplements restraint of trade or other modifications to (lessening of competition through merger or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractacquisition.

Reasonable Best Efforts. Upon (a) Subject to the terms and conditions of this Agreement, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to cause the Offer and the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreementhereof. Without limiting the foregoing, (i) each of Solera the Company, Parent and Merger Sub shall file as promptly as practicable, and in any event no later than within five (5) Business Days of the Seller Parties shall Agreement Date, any required submissions under the HSR Act, and use its reasonable best efforts (A) to takefurnish information required in connection with such submissions under the HSR Act (including responding to any “second request” for additional information or documentary material under the HSR Act as promptly as reasonably practicable), (B) to obtain early termination of the waiting period under the HSR Act, (C) to keep the other parties reasonably informed with respect to the status of any such submissions under the HSR Act, including with respect to: (1) the receipt of any non-action, action, clearance, consent, approval or cause waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Competition Laws and (4) the nature and status of any objections raised or proposed or threatened to be taken, all actions, and raised under Competition Laws with respect to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: the Offer, the Merger or the other transactions contemplated hereby and (aD) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders clearances and authorizations approvals from any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; Entity and (cii) obtain all necessary the Company, Parent and Merger Sub shall cooperate with one another: (A) in promptly determining whether any filings are required to be or appropriate should be made or any consents, approvals or waivers and approvals under any are required to be or should be obtained from other parties to loan agreements or other Contracts or instruments that the Company Material Contracts is a party to or related to the Company’s business in connection with this Agreement Agreement, the Offer, the Merger or the other transactions contemplated hereby and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, approvals or waivers. (b) The Company, Parent and Merger Sub shall, in connection with the efforts referenced in Section 6.04(a) above: (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 substantive communication to such Person from a Governmental Entity and 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 substantive communication to a Governmental Entity concerning the Offer or the Merger and (ii) keep the others reasonably informed of any developments, requests for meetings or discussions with any Governmental Entity, in each case in respect of any filings, investigation or inquiry concerning the Offer or the Merger. Notwithstanding the provisions of Section 6.04(c) below, Parent shall have the right to control, lead, determine and direct the strategy and process by which the Parties shall seek required consents, approvals, clearances, waivers, waiting period expirations and terminations and removal of all impediments (including all elements of any proceeding or litigation and communications with any Governmental Entity), in each case under Competition Laws. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any Competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that Parent and the consummation Company do not agree with respect to any matter in connection with seeking required approvals relating to Competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 6.04, Parent’s decision will control. The Company, Parent and Merger Sub agree not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transaction unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity or by Law, gives the other party the opportunity to attend and participate where appropriate and advisable under the circumstances. For the avoidance of doubt, the provisions of Section 1.01(d) and Section 1.02(a), not this Section 6.04(b), shall govern the matters covered therein. (c) In the event that any litigation or other administrative or judicial action is commenced challenging any of the transactions contemplated hereby so as and such litigation, action or proceeding seeks to maintain prevent, impede or delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement, each of the Company, Parent and preserve the benefits under Merger Sub shall cooperate with each other and use its respective reasonable best efforts to contest and resist any such Company Material Contracts following the litigation, action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that may result from such litigation, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, unless, by mutual agreement, Parent and the Company decide that litigation is not in their respective best interests. In addition Each party hereto shall keep the other parties hereto reasonably informed, but only to the foregoingextent that doing so would not, neither Solera nor in the reasonable judgment of such party, jeopardize any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation privilege of the Closing party with respect thereto regarding any such litigation, action or proceeding, it being agreed that each party will also cooperate with the ability other parties to permit such inspection of or to disclose such party information on a basis that does not compromise or waive such privilege with respect thereto. The Company shall use reasonable best efforts to fully perform cooperate with Parent (and shall use reasonable best efforts to cause its obligations under this Agreement. Notwithstanding anything representatives to cooperate with Parent) in connection with, and shall consult with and permit Parent and its representatives to actively participate in) the contrary hereindefense of any such litigation, none of WCAS, WCAS SRS, the Company action or proceeding and will use reasonable best efforts to reflect and incorporate any of the Company’s Subsidiaries shall be required to pay any consent advice or other similar feeinput of Parent with respect to such litigation, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.action or

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera and the Seller Parties party hereto 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 such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including using reasonable best efforts to: (ai) cause the conditions preparing and filing as promptly as practicable with any Governmental Entity all documentation to the Closing set forth in ARTICLE V to be satisfied; (b) obtain effect all necessary actions or non-actionsfilings, waiversnotices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities, Entity that are necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement; . (b) Each of Vertical and Vodavi shall (ci) obtain all necessary promptly notify the other party of any written or appropriate consentsoral communication to that party or its Affiliates from any Governmental Entity and, waivers and approvals under subject to applicable Law, permit the other party to review in advance any Company Material Contracts proposed written communication to any Governmental Entity, in connection with this Agreement and each case concerning the consummation review, clearance or approval of any of the transactions contemplated hereby so as under any Competition Law; (ii) agree to maintain and preserve participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning the benefits under such Company Material Contracts following the consummation review, clearance or approval of any of the transactions contemplated by this Agreement. In addition hereby under any Competition Law unless it consults with the other party in advance and, to the foregoingextent permitted by such Governmental Entity, neither Solera nor any Seller Party shall take any actiongives the other party the opportunity to attend and participate in such meeting; provided, that if the Governmental Entity or applicable Law does not permit such participation by the other party, or fail if both parties agree that such joint participation would not be advisable, the party meeting with such Governmental Entity shall allow outside counsel for the other party to take attend and participate, to the extent permitted by the Governmental Entity or applicable Law; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and its respective representatives on the one hand, and any actionGovernmental Entity or members of such Governmental Entity’s staff on the other hand, that is intended to have concerning the effect review, clearance or approval of preventing, impairing, delaying or otherwise adversely affecting the consummation any of the Closing transactions contemplated hereby under any Competition Law, except to the extent prohibited by applicable Law or the ability instructions of such party to fully perform its obligations under this Agreement. Governmental Entity. (c) Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company nothing in this Agreement shall require Vertical or any of the Company’s its Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (i) agree to or waivers ‑18‑ to effect any divesture, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict its ownership or operation of, any business or assets of Vodavi or its Subsidiaries or of Vertical and its Subsidiaries, (ii) the existing terms enter into, amend, or agree to enter into or amend, any Contracts of Vodavi or its Subsidiaries or of Vertical and its Subsidiaries, (iii) otherwise waive, abandon or alter any Contractmaterial rights or obligations of Vodavi or its Subsidiaries or of Vertical and its Subsidiaries or (iv) to obtain the consentfile or defend any lawsuit, waiver appeal any Judgment or approval of contest any Person under any Contractinjunction issued in a proceeding initiated by a Governmental Entity.

Reasonable Best Efforts. (a) Upon the terms and subject ----------------------- to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Offer, the benefits under such Company Material Contracts following Merger at the consummation behest of any Governmental Entity without the consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party shall use all reasonable best efforts to the foregoing, neither Solera nor any Seller Party shall not take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to take be untrue or result in a breach of any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under covenant made by it in this Agreement. . (c) Notwithstanding anything to the contrary hereincontained in this Agreement, none in connection with any filing or submission required or action to be taken by either Parent or the Company to effect the Offer, the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of WCASits Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, WCAS SRSor its ability to retain, the Company or any of the Company’s Subsidiaries shall be required to pay any consent businesses, product lines or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments assets of Parent or any amendments, supplements of its Subsidiaries or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractthat otherwise would have a Material Adverse Effect on Parent.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera the parties hereto shall (and, in the case of Parent and the Seller Parties HospitalCo Parent, shall cause each of their respective Affiliates to) use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with such the other parties in doing, all reasonable things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Transactions, including (i) the obtaining of all necessary permits, licenses, certificates of need, Consents, and actions or nonactions from Governmental Entities and the making of all necessary Filings (including Filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain Consent from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary Consents from third parties, and (iii) the execution and delivery of any reasonable additional instruments necessary to consummate the Merger or the Separation Transactions and to fully carry out the purposes of this Agreement or the Separation Agreement. Parent will take all actions necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Each party hereto shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other parties in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other parties with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity received by such party or any of its Affiliates regarding any of the transactions contemplated by this Agreement or the Separation Agreement. The Company, Parent and HospitalCo Parent shall use reasonable best efforts to file, as promptly as practicable, but in any event no later than twenty (20) Business Days after the date of this Agreement, all notifications required under the HSR Act applicable to the transactions contemplated by this Agreement, including using the Merger, and the Separation Agreement. The Company, Parent and HospitalCo Parent shall use reasonable best efforts to: to file (a) cause the conditions to the Closing extent the applicable Filings are to be to be filed by such party) and cooperate with the filing of, as promptly as practicable, but in any event no later than January 31, 2018, all Filings required to obtain the Consents and licenses set forth in ARTICLE V Section 8.01(c) of the Company Disclosure Letter, it being acknowledged and agreed that the parties shall coordinate and provide all information required for Parent and HospitalCo Parent to complete the Filings in connection with the transactions contemplated hereby. Each of Parent, HospitalCo Parent and the Company shall bear its own costs and expenses incurred in connection with such filings; provided that Parent shall cause Merger Sub to pay any filing fees and associated costs for third party consultants or counsel in connection therewith and HospitalCo Parent shall cause Hospital Merger Sub to pay any filing fees and associated costs for third party consultants or counsel in connection therewith. Unless prohibited by applicable Law or a Governmental Entity and to the extent reasonably practicable, no party shall participate in or attend (x) any material meeting (whether in person or via telephone) with any Governmental Entity concerning any Antitrust Law in connection with the Merger or the Separation or (y) any other material meeting (whether in person or via telephone) with any Governmental Entity in respect of the Merger or the Separation, in each case, without providing reasonable advance notice of such material meeting to the other parties and providing the opportunity to attend or participate. None of Parent, HospitalCo Parent or the Company shall commit to or agree (or permit their respective Affiliates to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act, without the prior written consent of the other parties (such consent not to be satisfied; unreasonably withheld or delayed). (b) obtain all necessary actions Without limiting the generality of any of the undertakings pursuant to Section 7.09(a), each of the parties hereto shall, and shall cause its Affiliates to, (i) respond as promptly as practicable to any request for additional information or non-actions, waivers, consents, approvals, orders and authorizations documentary material from Governmental Authorities Entities pursuant to the HSR Act or any other applicable Antitrust Laws and make (ii) subject to the terms set forth in Section 7.09(c) hereof, use its reasonable best efforts to take, or cause to be taken, all necessary registrations, declarations and filings with Governmental Authorities, that other actions as are necessary or advisable to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation prompt approval of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement and the Separation Agreement by any Governmental Entity or expiration of applicable waiting periods; provided that the parties agree that Parent and HospitalCo Parent shall, subject to their obligations of consultation with the Company under this Agreement. In addition , have the principal, but not sole, responsibility to devise the foregoingstrategy for all filings, neither Solera nor notifications, submissions and communications in connection with any Seller Party Filing pursuant to Antitrust Laws subject to this Section 7.09, so long as such strategy complies with the terms and conditions of this Agreement; provided, further, that each of Parent, HospitalCo Parent and the Company shall take any actionconsult with the other with respect to such strategy and consider in good faith the views of the other with respect to such strategy. (c) Without limiting the generality of the parties’ undertakings pursuant to Section 7.09(a) and Section 7.09(b), HospitalCo Parent agrees on its own behalf and to cause Hospital Merger Sub, and Parent and Merger Sub agree to take, or fail cause to take be taken, any actionand all steps and to make, or cause to be made, any and all undertakings necessary to obtain any Consents required under or in connection with the HSR Act and any other Antitrust Law, and to enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity or any other Person, in case to cause the Closing and the other transactions contemplated by this Agreement and the Separation Agreement to occur as promptly as practicable following the date of this Agreement, and in any event no later than the End Date, including (i) offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, (A) the sale, license, assignment, transfer, divestiture or other disposition of any capital stock, assets, business or portion of business of the Company, the Homecare Business, the Hospital Business, Parent, Merger Sub, HospitalCo Parent, Hospital Merger Sub, or any of their respective Affiliates, and (ii) any other restriction, requirement or limitation on the assets, business, portion of the business or operation of the business of the Company, the Surviving Entity, the Homecare Business, the Hospital Business, Parent, Merger Sub, HospitalCo Parent, Hospital Merger Sub or any of their respective Subsidiaries and (iii) contesting, defending, and appealing any threatened or pending Legal Action by a Governmental Entity or private party that would adversely affect the ability of the parties to consummate, or otherwise delay the consummation of, the transactions contemplated by this Agreement or any other agreement contemplated hereby, and taking any and all other actions to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is intended to have the in effect of preventingand that prohibits, impairing, delaying prevents or otherwise adversely affecting the restricts consummation of the Closing or the ability of such party to fully perform its obligations under transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company Agreement or any of the Company’s Subsidiaries other agreement contemplated hereby; provided that (x) neither Parent nor Merger Sub shall be required to pay take (and the Company and its Subsidiaries shall not take) any consent such action the effectiveness or consummation of which is not conditioned on the occurrence of the Closing, (y) neither HospitalCo Parent nor Hospital Merger Sub shall be required to take (and the Company and its Subsidiaries shall not take) any such action the effectiveness or consummation of which is not conditioned on the occurrence of the “Closing” under the Separation Agreement; provided, further, that, notwithstanding anything in this Agreement to the contrary, neither of HospitalCo Parent, Parent or Merger Sub shall be obligated to take or refrain from taking, or agree to take or refrain from taking or agree to cause its Affiliates or its Subsidiaries to take or refrain from taking, any action or suffer to exist any condition, qualification, limitation, restriction or requirement that, individually or in the aggregate with any other similar feeactions, “profit sharing” qualifications, conditions, limitations, restrictions or requirements, would or would reasonably be expected to result in a Burdensome Condition. Nothing in this Section 7.09 shall require Parent or HospitalCo Parent to take any action or omission with respect to any direct or indirect portfolio companies of investment funds advised or managed by TPG Global LLC, Welsh, Carson, Xxxxxxxx & Xxxxx XII, L.P. or their respective Affiliates (other similar payment than, for the avoidance of doubt, Parent, HospitalCo Parent, Merger Sub, Hospital Merger Sub and, from and after the Closing, the Company and its Subsidiaries). (d) Parent and HospitalCo Parent shall as promptly as practicable obtain any information from the Guarantors required to be included in Filings with, or other consideration (including increased rent or other similar payments or any amendmentsresponses to requests from, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractGovernmental Entities.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts including, but not limited to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining all necessary actions or non-actionsnonactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and taking all reasonable steps (including, that are without limitation, divesting or holding separate any assets or agreeing to any governmental conditions), as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals); (ii) obtaining all necessary consents, approvals or waivers from third parties; (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Merger at the benefits under such Company Material Contracts following behest of any Governmental Entity without the consummation consent of the transactions contemplated by other parties to this Agreement. In addition , which consent shall not be unreasonably withheld. (b) Each party shall use all reasonable best efforts to the foregoing, neither Solera nor any Seller Party shall not take any action, or fail to take enter into any actiontransaction, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or which would cause any of the Company’s Subsidiaries shall its representations or warranties contained in this Agreement to be required to pay untrue in any consent material respect or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms result in a material breach of any Contract) covenant made by it in this Agreement or which could reasonably be expected to obtain impede, interfere with, prevent or delay in any material respect the consent, waiver or approval of any Person under any ContractMerger.

Reasonable Best Efforts. Upon (a) Prior to the Closing and the Effective Time, upon the terms and subject to the conditions set forth in of this Agreement, each of Solera Parent, Acquisition Sub and the Seller Parties shall Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under (subject to any applicable Law or otherwise laws) to consummate the Offer and make effectiveeffective the Merger and the other Transactions as promptly as practicable including, in but not limited to (1) the most expeditious manner practicablepreparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by this Agreementany third party or Governmental Entity, including using reasonable best efforts to: and (a2) cause the satisfaction of that party's and the other parties' conditions to the Closing set forth in ARTICLE V to be satisfied; Closing. (b) obtain Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other parties (or their respective counsel) with copies of, all necessary actions filings made by such party with any Governmental Entity or non-actions, waivers, consents, approvals, orders and authorizations from any other information supplied by such party to a Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts Entity in connection with this Agreement Agreement, the Offer, the Merger and the other Transactions. Each party hereto shall promptly inform the other 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, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, each party shall use its reasonable best efforts to effect such transfers, amendments or modifications. (c) If required, 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 antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and Parent shall each request early termination of the HSR Act waiting period, and each shall use its reasonable best efforts to take such action as may be required to cause the expiration of the waiting period under the HSR Act with respect to the Transactions as promptly as practicable after the execution of this Agreement. Each of the Company and the Parent shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, and the Federal Trade Commission Act, as amended, and any Non-U.S. Monopoly Laws (collectively, "Antitrust Laws"). In connection with the filings under the Antitrust Laws, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any Transaction as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby so as to maintain and preserve Offer, the benefits under such Company Material Contracts following Merger or any other Transactions, unless either party, in good faith, determines that litigation is not in their respective best interests. Notwithstanding the consummation provisions of the transactions contemplated immediately preceding sentence, it is expressly understood and agreed that neither the Company nor Parent shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the date of a ruling preliminarily enjoining the Merger issued by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect a court of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. competent jurisdiction. (d) Notwithstanding anything to the contrary hereinin Section 5.7(a), none of WCAS, WCAS SRS, the Company (b) or (c): (1) neither Parent nor any of the Company’s its Subsidiaries shall be required to pay divest or hold separate any consent of their respective businesses, product lines or assets, or to take or agree to take any other similar feeaction or agree to any limitation, “profit sharing” that could reasonably be expected to have a Parent Material Adverse Effect on Parent or on Parent combined with the Company after the Effective Time, (2) for purposes of this Section, neither the Company nor any of its Subsidiaries shall be entitled to divest, nor shall it commit to divest, any of their respective businesses, product lines or assets, or to take or agree to take any other similar payment action or other consideration agree to any limitation, that could reasonably be expected to have a Company Material Adverse Effect on the Company or on the Company combined with the Parent after the Effective Time, and (including increased rent 3) except as provided in Section 5.7(c), nothing in this Agreement shall be deemed to require Parent or other similar payments or Acquisition Sub to commence any amendments, supplements or other modifications litigation against any entity in order to (or waivers ‑18‑ of) facilitate the existing terms consummation of any Contract) of the Transactions or to obtain defend against any litigation brought by any Governmental Entity seeking to prevent the consent, waiver or approval consummation of any Person under any Contractof the Transactions.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of Solera including Section 6.4, Parent, Merger Sub and the Seller Parties Company reasonably shall cooperate with each other and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts efforts, and the Company shall cause the Company Subsidiaries to takeuse reasonable best efforts, to take or cause to be taken, taken all actions, actions and to do, do or cause to be done, and to assist and cooperate with such other parties in doing, done all things reasonably necessary, proper or advisable on its respective part under this Agreement and applicable Law or otherwise Laws to cause the conditions set forth in Article VII to be satisfied and to consummate and make effective, in effective the most expeditious manner Merger and the other transactions contemplated hereby as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, approvals, registrations, authorizations, waivers, Permits and Orders 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 contemplated by this Agreement; provided, that all obligations of the Company, Parent and Merger Sub relating to the Equity Financing shall be governed exclusively by Section 6.6, and not this Section 6.5. (b) Each of Parent and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Subject to applicable Laws relating to the exchange of information, Parent shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, 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 transactions contemplated by this Agreement. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. (c) Subject to applicable Laws and the instructions of any Governmental Entity, the Company and Parent each shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or any Parent Representative, or the Company or any Company Subsidiary or Company Representative, as the case may be, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent shall permit any of its officers or any of its other Representatives to participate in any meeting with any Governmental Entity in respect of any filings related to the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause investigation or other inquiry unless it consults with the conditions other Party in advance and, to the Closing set forth extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat. (d) In furtherance and not in ARTICLE V limitation of the covenants of the Parties contained in Section 6.5(a) through Section 6.5(c), if any objections are asserted with respect to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals hereby under any Company Material Contracts in connection with this Agreement and Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violation of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby hereby, each Party shall use its reasonable best efforts to vigorously contest, resist and otherwise resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement so as to maintain and preserve the benefits under such Company Material Contracts following the permit consummation of the transactions contemplated by this Agreement. In addition to Notwithstanding the foregoing, (i) neither Solera Parent nor any Seller Party of its Affiliates (including, after the Effective Time, the Surviving Company) shall be required to divest, hold separate or otherwise take any action, or fail commit to take any actionaction that limits its freedom of action with respect to, that is intended or its ability to have the effect retain, any of preventingits businesses, impairing, delaying services or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, assets and (ii) in no event shall the Company or any of the Company’s Subsidiaries shall its Affiliates be required to pay any consent or other similar feematerial amount to obtain any consents, “profit sharing” or other similar payment or other consideration approvals, registrations, authorizations, waivers, Permits and Orders (including increased rent or other similar payments or any amendmentsthe payment of filing fees and fees of counsel), supplements or other modifications unless expressly consented to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractin writing by Parent.

Reasonable Best Efforts. Upon (a) Subject to Section 6.01(b), the terms Company and subject Parent shall each cooperate with the other 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 necessary actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and the conditions set forth in Ancillary Documents and Applicable Laws and regulations to consummate and make effective the Merger and the Transactions as practicable, including, without limitation, 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, without limitation, any required filings under the HSR Act, (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained pursuant to this Agreement, each of Solera including from any Third Party necessary, proper or advisable to consummate the Merger and the Seller Transactions, and (iii) execute and deliver such documents, certificates and other papers as a Party may reasonably request to evidence the other Party’s satisfaction of its obligations hereunder. Subject to Applicable Laws relating to the exchange of information and in addition to Section 6.01(c), the Parties shall have the right to review in advance, and, to the extent practicable, each will consult the other on, all the information relating to the Company and its Subsidiaries or Parent and its 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 Body in connection with the Merger and the Transactions. (b) Without limiting Section 6.01(a), each Party shall: (i) use its reasonable best efforts to takeavoid the entry of, or cause to have vacated or terminated, any Order that would restrain, prevent or delay the Closing or any Transaction, including, without limitation, defending through litigation or arbitration on the merits any claim asserted in any court by any Person; and (ii) use its reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act that may be takenasserted by any Governmental Body with respect to the Merger and the Transactions related thereto so as to enable the Closing to occur as soon as reasonably possible. (c) Each Party shall keep the other Party reasonably apprised of the status of matters relating to the completion of the Merger and the Transactions and work cooperatively in connection with obtaining all required approvals or consents of any Governmental Body (whether domestic, all actionsforeign or supranational). In that regard, each Party shall without limitation: (i) promptly notify the other Party of, and to doif in writing, or cause to be done, and to assist and cooperate furnish the other Party with such other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effectivecopies of (or, in the most expeditious manner practicablecase of material oral communications, advise the transactions contemplated other orally of) any communications from or with any Governmental Body with respect to the Merger and the Transactions, (ii) permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Body, (iii) not participate in any meeting with any such Governmental Body unless it consults with the other Party in advance and to the extent permitted by such Governmental Body gives the other the opportunity to attend and participate thereat, (iv) furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Body with respect to this Agreement, including using reasonable best efforts to: (a) cause the conditions to Ancillary Documents, the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actionsMerger and the Transactions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (cv) obtain all furnish the other Party with such necessary information and reasonable assistance as Parent or appropriate consents, waivers and approvals under any the Company Material Contracts may reasonably request in connection with this Agreement and the consummation its preparation of the transactions contemplated hereby so as necessary filings or submissions of information to maintain and preserve the benefits under any such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractGovernmental Body.

Reasonable Best Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this AgreementClosing, each of Solera Parent, Merger Sub and the Seller Parties Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under any applicable Law or otherwise Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the Transactions as promptly as practicable including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Parent, Merger Sub, the transactions Company or any of their respective Subsidiaries in connection with the Transactions or the taking of any action contemplated by the Transactions or by this Agreement, including using reasonable best efforts to: (aiv) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders execution and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement; . Additionally, each of Parent and the Company shall use all reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (cb) obtain Prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to, provide any necessary information with respect to and provide the other parties (or their counsel) copies of, all necessary filings made by such party with any Governmental Entity or appropriate consents, waivers and approvals under any Company Material Contracts other information supplied by such party to a Governmental Entity in connection with this Agreement and the consummation Transactions. Each party to this Agreement shall promptly inform the other parties to this Agreement of any communication from any Governmental Entity regarding any of the transactions contemplated hereby so Transactions. If any party to this Agreement or any Affiliate of such parties receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties to maintain and preserve this Agreement, an appropriate response in compliance with such request. To the benefits under such Company Material Contracts following extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. In addition Transactions, the Company shall use its reasonable best efforts to the foregoing, neither Solera nor any Seller Party effect such transfers. (c) The Company and Parent shall take all reasonable actions necessary to file, as promptly as practicable, notifications under the HSR Act and to respond, as promptly as practicable, to any action, or fail to take any action, that is intended to have inquiries received from the effect of preventing, impairing, delaying or otherwise adversely affecting Federal Trade Commission and the consummation Antitrust Division of the Closing Department of Justice for additional information or the ability of such party documentation and to fully perform its obligations under this Agreementrespond, as promptly as practicable, to all inquiries and requests received from any state Attorney General or other Governmental Entity in connection with antitrust matters. Notwithstanding anything to the contrary hereincontained in this Agreement, none in no event shall Parent or any of WCASits Subsidiaries or Affiliates be obligated to (i) sell or otherwise dispose of, WCAS SRSor hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or any Parent or their respective Subsidiaries; (ii) terminate existing relationships, contractual rights or obligations of the Company’s Company or Parent or their respective Subsidiaries shall be required to pay or Affiliates; (iii) terminate any consent venture or other similar feearrangement; (iv) create any relationship, “profit sharing” contractual rights or obligations of the Company or Parent or their respective Subsidiaries or Affiliates; or (v) effectuate any other similar payment change or other consideration (including increased rent restructuring of the Company or other similar payments Parent or any amendments, supplements their respective Subsidiaries or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractAffiliates.

Reasonable Best Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Solera the Purchaser and the Seller Parties shall Company, agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under any applicable Law or otherwise laws to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this AgreementAgreement as promptly as practicable including, including using reasonable best efforts to: but not limited to (ai) cause the conditions to the Closing set forth in ARTICLE V preparation and filing of all forms, registrations and notices required to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary filed to consummate the transactions contemplated by this Agreement; Agreement and the taking of such actions as 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 requested by the Purchaser and (ciii) obtain the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all necessary filings made by such party with any Governmental Authority or appropriate consents, waivers and approvals under any Company Material Contracts other information supplied by such party to a Governmental Entity in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve by this Agreement. Each party hereto shall promptly inform the benefits under such Company Material Contracts following the consummation other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. In addition If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers of permits or Environmental Permits are required as a result of execution of this Agreement or consummation of the transactions contemplated hereby, the Company shall use its best efforts to effect such transfers. (c) Notwithstanding the foregoing, neither Solera nor nothing in this Agreement shall be deemed to require the Purchaser to defend against any Seller Party shall take litigation brought by any action, or fail Governmental Entity seeking to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting prevent the consummation of the Closing or transactions contemplated hereby. (d) The Company agrees to use its reasonable best efforts to assist the ability Purchaser in connection with obtaining any financing in connection with the consummation of such party to fully perform its obligations under this Agreementthe Transactions, including the Debt Financing. Notwithstanding anything to Without limiting the contrary herein, none generality of WCAS, WCAS SRSthe foregoing, the Company shall (i) promptly prepare all reasonably requested financial statements required to be included in the Disclosure Documents and (ii) take all action reasonably requested by Parent that is necessary or any appropriate to effect the satisfaction and discharge of the indenture, dated December 14, 1994 (the "Secured Notes Indenture"), between Bucyrus-Erie Company (predecessor to the Company’s Subsidiaries shall be required ) and Harrxx Xxxst and Savings Bank, as Trustee (the "Secured Notes Indenture Trustee"), relating to pay any consent or other similar feethe Company's 10.5% Secured Notes due December 14, “profit sharing” or other similar payment or other consideration 1999 (including increased rent or other similar payments or any amendmentsthe "Secured Notes") pursuant to Sections 401(1)(B)(iii), supplements or other modifications 401(2) and 401(3) of the Secured Notes Indenture and to (or waivers ‑18‑ of) cause the existing terms filing of UCC-3 termination statements covering the collateral securing the Secured Notes, in each case, effective upon the purchase of any Contract) Shares pursuant to obtain the consent, waiver or approval of any Person under any ContractOffer.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company, Tahoe, Parent and THAIHOT shall each of Solera and the Seller Parties shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with such the other parties in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfiedContemplated Transactions; (bii) obtain all necessary actions or from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained by the Company, declarations and filings with Governmental AuthoritiesTahoe, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary Parent, THAIHOT or appropriate consents, waivers and approvals under any Company Material Contracts of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so as Contemplated Transactions; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to maintain this Agreement and preserve the benefits Merger required under (A) any applicable federal or state securities laws and (B) any other applicable Law; provided, that the Company, on the one hand, and Tahoe, Parent and THAIHOT, on the other hand, will cooperate with each other in connection with the making of all such Company Material Contracts following filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions; (v) keep the other party promptly (and in any event within three (3) days) informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the Contemplated Transactions; (vi) permit the other parties to review any material communication (and considering the other party’s reasonable comments thereto) delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the Contemplated Transactions or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by Contemplated Transactions, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Agreement or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing Contemplated Transactions; and (viii) execute and deliver any additional instruments necessary to consummate the Contemplated Transactions; provided, that in no event shall the Company or any of its Subsidiaries, prior to the Effective Time, be required to pay or agree to pay any fee, penalty or other consideration to any Third Party for any consent or approval required for the consummation of the Contemplated Transactions under any Contract (except to the extent of the amount of any fee or other consideration set forth in such Contract, and except for ordinary course fees or other consideration which are not material in amount). In furtherance and not in limitation of the foregoing, the Purchaser Parties shall make all appropriate filings required in connection with this Agreement, the Support Agreement and the Contemplated Transactions with the NRDC and any other Governmental Entity of the PRC as promptly as practicable within the applicable period required by applicable Law, and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to applicable Law in connection with any approvals, filings, notices or registrations required by applicable Law of the PRC, and use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to obtain any approvals, filings, notices or registrations required by applicable Law of the PRC as soon as is practicable and to avoid any impediment to the consummation of Contemplated Transactions under any applicable Laws of the PRC or orders from any PRC Governmental Entity, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as any PRC Governmental Entity or Person may assert under any applicable Laws of the PRC or orders from any PRC Governmental Entity with respect to this Agreement or the ability of such Support Agreement or the Contemplated Transactions. (b) No party to fully perform its obligations under this Agreement shall consent to any voluntary delay of the consummation of the Contemplated Transactions at the behest of any Governmental Entity without the consent of the other parties to this Agreement. Notwithstanding anything in this Agreement to the contrary hereincontrary, none unless required by Law or any Governmental Entity, materials provided pursuant to this Section 6.7 may be redacted (i) to remove references concerning the valuation of WCAS, WCAS SRS, the business of the Company and its Subsidiaries, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable privilege or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractconfidentiality concerns.

Reasonable Best Efforts. During the period beginning on the date of this Agreement and ending on the earlier of the Closing or the termination of this Agreement in accordance with its terms: (a) Upon the terms and subject to the conditions set forth herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 5.6, each of Solera and the Seller Parties shall parties hereto agrees to use its reasonable best efforts to take, take or cause to be takentaken all action, all actions, and to do, do or cause to be done, done and to assist and cooperate with such the other parties party hereto in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby (the foregoing notwithstanding, Buyer hereby acknowledges and agrees that it shall be solely responsible with respect to the requirements of its Financing). (b) Each party hereto shall inform the other within three (3) Business Days of receipt thereof of any communication from any Governmental Entity regarding any Governmental Approval or otherwise regarding any of the transactions contemplated by this Agreement and the Ancillary Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to a Governmental Approval or otherwise in connection with the transactions contemplated by this Agreement, including using then such party shall use its reasonable best efforts to: to make, or cause to be made, as soon as practicable and after consultation with the other party, a response that complies with such request. (ac) cause As soon as practicable after the conditions execution of this Agreement, Seller shall make appropriate requests and shall use commercially reasonable efforts to obtain and deliver as expeditiously as possible (i) all notices and third party consents necessary under any Specified Company Contract (which shall not require any payment to any such third party, except as provided in the immediately succeeding sentence), and (ii) all notices and consent and estoppel certificates by lessors necessary under any Company Leases, if any, in the case of both clause (i) and (ii) to the Closing set forth extent that Buyer specifically requests Seller to deliver such notice or obtain any such third party consent or estoppel certificate. Buyer, on the one hand, and Seller, on the other hand, shall each be responsible for and pay one-half of all administrative or processing fees imposed by a Person pursuant to the terms of the relevant Specified Company Contract or Company Lease as a condition to processing any consent or estoppel certificate request. Seller shall consult with Buyer in ARTICLE V connection with the preparation of the forms of consent and estoppel certificate and shall keep Buyer reasonably informed as to the status of obtaining any such consents and estoppel certificates. Buyer will not be satisfied; (b) obtain all necessary actions required to accept or non-actionsagree or accede to any condition to transfer any Specified Company Contract or Company Lease, waiversor any modifications or amendments to such Specified Company Contract or Company Lease that would make, consentsor are reasonably likely to make, approvalsthe underlying Specified Company Contract or Company Lease materially more onerous in the aggregate or that would materially reduce, orders or be reasonably likely to materially reduce, the benefits available under the Specified Company Contract or Company Lease in respect of which the consent or estoppel certificate relates. Notwithstanding anything herein to the contrary, and authorizations from Governmental Authorities for the avoidance of doubt, the parties acknowledge and make all necessary registrations, declarations and filings with Governmental Authorities, agree that are necessary the obligation of Buyer to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary Agreement is not subject to Seller delivering any notice or appropriate consents, waivers and approvals under obtaining any third party consent with respect to any Specified Company Contract or any estoppel certificate with respect to any Company Material Contracts Lease other than as described in connection with Annex I. Nothing in this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party Section 5.7(c) shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractlimit Section 5.12 below.

Reasonable Best Efforts. Upon (a) Prior to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of Solera Purchaser and the Seller Parties shall Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessarynecessary and appropriate, proper or advisable under applicable Law or otherwise laws to consummate and make effectiveeffective the Transactions as promptly as practicable including, in but not limited to (i) the most expeditious manner practicablepreparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by this Agreementany third party or Governmental Entity, including using reasonable best efforts to: and (aii) cause the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the Closing set forth date hereof that would reasonably be expected to materially delay the obtaining of, or result in ARTICLE V not obtaining, any permission, approval or consent from any Governmental Entity necessary to be satisfied; obtained prior to Closing. (b) obtain Prior to the Closing, each party shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide the other (or its counsel) copies of, all necessary actions filings made by such party with any Governmental Entity or non-actions, waivers, consents, approvals, orders and authorizations from any other information supplied by such party to a Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts Entity in connection with this Agreement and the Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of Permits (including environmental Permits) are required as a result of the execution of this Agreement or consummation of the transactions contemplated hereby so as Transactions, the Company shall use its reasonable best efforts to maintain and preserve the benefits under effect such Company Material Contracts following the consummation transfers. (c) For purposes of the transactions contemplated by this Agreement. In addition Section 7.9, "reasonable best efforts" of Parent shall not require Parent to the foregoingagree to any prohibition, neither Solera nor any Seller Party shall take any actionlimitation, or fail to take any action, that is intended to have other requirement which would prohibit or materially limit the effect of preventing, impairing, delaying ownership or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, operation by the Company or any of the Company’s Company Subsidiaries, or by Parent, Purchaser or any of Parent's subsidiaries of all or any portion of the business or assets of the Company or any of the Company Subsidiaries or Parent or any of its Subsidiaries, or compel Purchaser, Parent or any of Parent's subsidiaries to dispose of or hold separate all or any portion of the business or assets of 57 the Company or any of the Company Subsidiaries or Parent or any of its Subsidiaries. The Company shall be required not agree to pay any consent such prohibition, limitation, or other similar feerequirement without the prior written consent of Parent. Without limiting the foregoing, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or nothing in this Agreement shall require Purchaser to defend against any amendments, supplements or other modifications litigation brought by any Governmental Entity seeking to (or waivers ‑18‑ of) prevent the existing terms consummation of any Contract) to obtain the consent, waiver or approval of any Person under any ContractTransactions.

Reasonable Best Efforts. (a) Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Option Agreement, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actionsnonactions, waivers, consents and 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, approvalsapprovals or waivers from third parties, orders and authorizations from Governmental Authorities and make all necessary registrations(iii) the defending of any lawsuits or other legal proceedings, declarations and filings with Governmental Authoritieswhether judicial or administrative, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with challenging this Agreement and or the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following Option Agreement or the consummation of the transactions contemplated by this Agreement or the Option Agreement. , including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Option Agreement. (b) In addition to connection with and without limiting the foregoing, neither Solera nor any Seller Party the Company and Lucent shall (i) take any actionall action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company Option Agreement or any of the Company’s Subsidiaries shall be required other transactions contemplated by this Agreement or the Option Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to pay any consent or other similar feethe Merger, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments this Agreement, the Option Agreement or any amendmentsother transaction contemplated by this Agreement or the Option Agreement, supplements take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Option Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Option Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other modifications to (or waivers ‑18‑ of) transactions contemplated by this Agreement and the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractOption Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.06), each of Solera the parties hereto shall, and the Seller Parties shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper proper, or advisable under applicable Law or otherwise to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, Transactions including using reasonable best efforts towithout limitation: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actionsPermits, waivers, consents, approvals, orders and authorizations actions or nonactions from Governmental Authorities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, that are or to avoid an action or proceeding by, any Governmental Authorities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Stock Purchase and to fully carry out the purposes of this Agreement. Holdings shall take all action necessary to cause the Company to perform its obligations under this Agreement and to consummate the Transactions on the terms and conditions set forth in this Agreement. Each party hereto shall promptly inform the other parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the Transactions. If any party hereto receives a request for additional information or documentary material from any Governmental Authority with respect to the Transactions, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by this Agreement; . No party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such meeting. A party may, as each deems advisable and (cnecessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.06(a) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement as “outside counsel only.” Such materials and the consummation information contained therein shall be given only to the recipient’s outside legal counsel and outside experts retained for purposes of any investigation or inquiry and shall not be disclosed by such outside counsel or outside expert to employees, officers, or directors of the transactions recipient, unless express written permission is obtained in advance from the source of the materials. (b) 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 Stock Purchase or any other Transaction contemplated hereby so as by this Agreement, or any other agreement contemplated hereby, the parties shall cooperate in all respects with each other and shall use each of its reasonable best efforts to maintain contest and preserve the benefits under resist any such Company Material Contracts following the action or proceeding and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. In addition Notwithstanding anything in this Agreement to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary hereincontrary, none of WCASparties, WCAS SRS, the Company or any of the Company’s Subsidiaries their Affiliates shall be required to pay defend, contest, or resist any consent action or other similar feeproceeding, “profit sharing” whether judicial or other similar payment administrative, or other consideration (including increased rent to take any action to have vacated, lifted, reversed, or other similar payments or overturned any amendmentsOrder, supplements or other modifications to (or waivers ‑18‑ of) in connection with the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contracttransactions contemplated by this Agreement.

Reasonable Best Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this AgreementClosing, each of Solera the Parent Parties and the Seller Parties Company shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper or advisable under any applicable Law or otherwise Laws to consummate and make effective, effective in the most expeditious manner practicablepossible the Transactions including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information required under the HSR Act or other applicable Antitrust Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by the Parent Parties, the transactions Company or any of their respective Subsidiaries in connection with the Transactions or the taking of any action contemplated by this Agreement, including using reasonable best efforts to: and (aiv) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders execution and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by Transactions and to fully carry out the purposes of this Agreement; . Additionally, each of Parent and the Company shall use all reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (cb) obtain Prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to and, to the extent permitted by applicable Law, promptly provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), and keep the other parties apprised of the status of, all necessary filings made by such party with any Governmental Entity or appropriate consentsany other information supplied by such party to, waivers and approvals under any Company Material Contracts or correspondence with, a Governmental Entity in connection with this Agreement and the consummation Transactions. Each party to this Agreement shall promptly inform the other parties to this Agreement of any communication from any Governmental Entity regarding any of the transactions contemplated hereby so Transactions. If any party to this Agreement or any Representative of such parties receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such party will use reasonable best efforts to make, or cause to be made, promptly and, to the extent permitted by Law, after consultation with the other parties to this Agreement and permitting counsel to the other party reasonable opportunity to review in advance, an appropriate response in compliance with such request. Each party agrees that it will not participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the performance of its obligations pursuant to Section 6.3(a) unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (c) The Company and Parent shall use reasonable best efforts to file, as to maintain and preserve promptly as practicable, but in any event no later than ten Business Days after the benefits under such Company Material Contracts following the consummation date of the transactions contemplated by this Agreement. In addition , notifications under the HSR Act, and the Company and Parent shall use reasonable best efforts to file, as promptly as practicable, and in any event no later than 20 Business Days after the date of this Agreement, any other filings and/or notifications under applicable Antitrust Laws, and in each case, if applicable, requesting early termination of any waiting period with respect to the foregoingTransactions, neither Solera nor and to file as soon as practicable any Seller Party shall take other applicable notifications or other forms and documentation necessary to obtain any actionconsents, clearances or fail approvals under or in connection with any applicable Antitrust Law or in connection with the approval or authorization of or filings with any Governmental Entity required to take any action, that is intended to have be obtained or made by the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRSParent Parties, the Company or any of their respective Affiliates in connection with the Company’s Subsidiaries Transactions or the taking of any action contemplated by this Agreement. The Company and Parent shall use reasonable best efforts to respond, as promptly as practicable, to any inquiries and requests received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and to respond, as promptly as practicable, to all inquiries and requests for additional information and documentation received from any state Attorney General or any other Governmental Entity in connection with approvals of or filings with any other Governmental Entity required to be obtained or made by the Parent Parties, the Company or any of their respective Affiliates in connection with the Transactions or the taking of any action contemplated by this Agreement. (d) Each of Parent and the Company shall use all reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under applicable Antitrust Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the Transactions as violative of the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) or otherwise challenged by any Governmental Entity, each of Parent and the Company shall cooperate and use all reasonable best efforts to vigorously contest and resist any such Action, 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 any other Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.3 shall limit the right of any party hereto to terminate this Agreement pursuant to Section 8.1, so long as such party hereto is not in material breach of its obligations under this Section 6.3. Each of Parent and the Company shall use all reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other applicable Antitrust Laws with respect to the Transactions as promptly as possible after the execution of this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, none of the Parent Parties or any of their respective Affiliates shall be required to, and the Company may not, 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, contract or Order to pay (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent Parties or any of their respective Affiliates, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent Parties or any of their respective Affiliates in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent Parties or any of their respective Affiliates, in each case, if such action would or would reasonably be expected to result in or be a Burdensome Condition; provided that, if requested by Parent, the Company 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 in the event the Closing occurs. For the purposes of this Agreement, “Burdensome Condition” means the executing or carrying out, consenting to or to offer to or to agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement (including consent decrees and undertakings) in respect of, in anticipation of or pursuant to any action contemplated by this Section 6.3 that, individually or in the aggregate with all other such actions, would reasonably be expected to result in any sale, divestiture, hold separate arrangement or other similar feedisposition of business, “profit sharing” product lines or other similar payment assets of the Company and its Subsidiaries, or other consideration Parent and its Affiliates, if such business or assets, in the aggregate, together generated (including increased rent directly or other similar payments or any amendmentsindirectly), supplements or other modifications to (or waivers ‑18‑ of) revenues of more than $150,000,000 reported for the existing terms of any Contract) to obtain the consenttwelve month period ended December 31, waiver or approval of any Person under any Contract2012 calculated in accordance with GAAP.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or and advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toto accomplish the following: (ai) cause that the conditions to the Closing set forth in ARTICLE V to be Article VI are satisfied; (bii) obtain the obtaining of all necessary actions or non-actionsnonactions, waivers, consents, approvalsclearances, orders and authorizations approvals from Governmental Authorities Entities and make non-governmental third parties and the making of all necessary registrations, declarations notices and filings (including filings with Governmental AuthoritiesEntities); and (iii) the obtaining of all necessary consents, that are necessary approvals or waivers from third parties. Subject to consummate first having used all reasonable best efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, Company and Parent shall use reasonable best efforts to defend and contest any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order, or preliminary injunction entered by any Governmental Entity vacated or reversed. (b) The Company and Parent shall cooperate and consult with each other in connection with the making of all such filings, notifications and any other material actions pursuant to this Section 5.03, subject to applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed material written communication to any Governmental Entity and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that material may be redacted (x) as necessary to comply with contractual arrangements, and (cy) obtain all as necessary to address good faith legal privilege or appropriate consentsconfidentiality concerns. Neither party shall file any such document or take such action if the other party has reasonably objected (and not withdrawn its objection) to the filing of such document or the taking of such action on the grounds that such filing or action would reasonably be expected to either (i) prevent, waivers and approvals under any Company Material Contracts in connection with this Agreement and materially delay or materially impede the consummation of the Merger or the other transactions contemplated hereby so as hereby, or (ii) cause a condition set forth in Article VI to maintain and preserve the benefits under such Company Material Contracts following not be satisfied in a timely manner. Neither party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party. (c) Each of the Company and Parent will promptly inform the other party upon receipt of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent (or any of their respective Affiliates) receives a request for additional information or documentary material from any such Governmental Entity that is related to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. The parties agree not to participate, or to permit their Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it so consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. Each party will advise the other party promptly of any understandings, undertakings or agreements (oral or written) which the first party proposes to make or enter into with any Governmental Entity in connection with the transactions contemplated by this Agreement. In addition to furtherance and not in limitation of the foregoing, neither Solera nor each party will use all reasonable efforts to resolve any Seller Party shall take objections that may be asserted with respect to the transactions contemplated by this Agreement under any actionantitrust, competition or fail trade regulatory Laws, including (subject to take first having used all reasonable efforts to negotiate a resolution to any actionsuch objections) contesting and resisting any action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is intended to have the in effect of preventingand that prohibits, impairing, delaying prevents or otherwise adversely affecting the restricts consummation of the Closing Merger or the ability other transactions contemplated by this Agreement and to have such statute, rule, regulation, decree, judgment, injunction or other Order repealed, rescinded or made inapplicable so as to permit consummation of such party to fully perform its obligations under the transactions contemplated by this Agreement. (d) Notwithstanding anything herein to the contrary (including Section 5.03), 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 or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company, Parent, Merger Sub, or any of their Affiliates in any manner which, individually or in the aggregate with all other such requirements, conditions, understandings, agreements and Orders could reasonably be expected to have a material adverse effect on the combined business, financial condition or results of operations of Parent, Merger Sub and the Company and its subsidiaries taken as a whole. Notwithstanding anything in this Agreement to the contrary hereincontrary, none the Company will, upon the request of WCASParent, WCAS SRSbecome subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or Order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Affiliates, so long as such requirement, condition, understanding, agreement or Order is binding on the Company’s Subsidiaries Company only in the event that the Closing occurs. Furthermore, without the prior written consent of the Parent (determined in its sole discretion), in no event shall be required to the Company or Parent or any of their respective subsidiaries or Affiliates: (i) pay any consideration to, amend or enter into any agreement with, any non-governmental third party to obtain any consent to the Merger or other similar fee, “profit sharing” to otherwise comply with Section 5.03(e); or other similar payment or other consideration (including increased rent or other similar payments ii) agree to the imposition of limitations on the ability of Parent or any amendmentsAffiliate of Parent to hold, supplements or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the stockholders of the Surviving Corporation. (e) The Company and its Board of Directors shall (i) use reasonable best efforts to ensure that no state takeover Law or similar Law is or becomes applicable to this Agreement, the Merger or any of the other modifications transactions contemplated by this Agreement, and (ii) if any state takeover Law or similar Law becomes applicable to (this Agreement, the Merger or waivers ‑18‑ of) any of the existing other transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of any Contract) to obtain such Law on this Agreement, the consent, waiver or approval of any Person under any ContractMerger and the other transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of Solera and the Seller Parties shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with such the other parties in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfiedContemplated Transactions; (bii) obtain all necessary actions or from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders and authorizations from Governmental Authorities and make all necessary registrationsrequired to be obtained by the Company, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary Parent or appropriate consents, waivers and approvals under any Company Material Contracts of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby so Contemplated Transactions, including making or causing to be made as promptly as reasonably practicable (and in no event later than ten (10) Business Days after the date of this Agreement), in consultation and cooperation with the other party hereto, all filings required under the HSR Act; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to maintain this Agreement and preserve the benefits Merger required under (A) any applicable federal or state securities laws and (B) any other applicable Law; provided, that the Company and Parent will cooperate with each other in connection with the making of all such Company Material Contracts following filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions; (v) keep the other party promptly (and in any event within two (2) Business Days) informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case relating to the Contemplated Transactions; (vi) permit the other parties to review any material communication (and considering the other party’s reasonable comments thereto) delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the Contemplated Transactions or in connection with any Legal Proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences (to the extent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by Contemplated Transactions, including defending any lawsuits or other Legal Proceedings, whether judicial or administrative, challenging this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, Agreement or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or Contemplated Transactions; and (viii) execute and deliver any additional instruments necessary to consummate the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.Contemplated Transactions; provided,

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement. The Buyer, MergerCo and the Company will use their reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, Permits or authorizations are required to be obtained (or, which if not obtained, would result in a breach or violation, or 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, in connection with the transactions contemplated by this Agreement, including using reasonable best efforts to: the Offer, the Merger and (aii) cause the conditions in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to the Closing set forth in ARTICLE V to be satisfied; (b) obtain all necessary actions or non-actions, waivers, any such consents, approvals, orders and authorizations from Governmental Authorities and permits or authorizations. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of its Subsidiaries shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without MergerCo's prior written consent. (b) The Company shall make, subject to the condition that the transactions contemplated herein actually occur, any undertakings (including undertakings to make all necessary registrationsdivestitures, declarations and filings with Governmental Authoritiesprovided, in any case, that are necessary such divestitures need not themselves be effective or made until after the transactions contemplated hereby actually occur) required in order to consummate comply with the antitrust requirements or laws of any governmental entity, including the HSR Act, in connection with the transactions contemplated by this Agreement; and provided that no such divestiture or undertaking shall be made unless acceptable to MergerCo. (c) obtain Each of the parties agrees to cooperate with each other in taking, or causing to be taken, all actions necessary or appropriate consentsto delist Company Common Stock from The NASDAQ National Stock Market ("NASDAQ"), waivers and approvals under any provided that such delisting shall not be effective until after the Effective Time of the Merger. The parties also acknowledge that it is MergerCo's intent that Company Material Contracts in connection with this Agreement Common Stock following the Offer and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor Merger will not be quoted on NASDAQ or listed on any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractnational securities exchange.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in effective the most expeditious manner practicable, Acquisition Transactions and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, 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 by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvalsapprovals or waivers from third parties, orders (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and authorizations from Governmental Authorities (iv) the execution and make all necessary registrations, declarations and filings with Governmental Authorities, that are delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall the Company or any of its Subsidiaries prior to the Effective Time pay or agree to pay any material fee or penalty or other material consideration or grant any material concessions 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; provided further that neither the Company nor any of its Subsidiaries shall be required to materially modify any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, contract or other agreement, except (A) as expressly contemplated by this Agreement, or (B) where such modification is conditioned upon the consummation of the Merger. (b) Without limiting the foregoing, and except with respect to the LFA Approvals (cwhich are covered by Section 5.6(c) below), the Company, Cable Buyer, Metro Parent and Merger Sub shall (i) promptly, but in no event later than ten (10) business days after the date hereof, make their respective filings and thereafter make any other required submissions under the HSR Act, (ii) as promptly as practicable, make the necessary applications, requests, notices and other filings, and thereafter timely make all other filings and notifications, required to obtain or maintain all necessary FCC Approvals and State PUC Approvals, (iii) use their respective reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or appropriate consents, permits, authorizations, waivers and or approvals under are required to be obtained from, any Company Material Contracts third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals, (iv) use their respective reasonable best efforts to obtain the FCC Approvals and State PUC Approvals as expeditiously as possible, (v) use their respective reasonable best efforts to take, or cause to be taken, all other actions that would not reasonably be expected to constitute, individually or in aggregate, a Company Material Adverse Effect, and do, or cause to be done, all other things that would not reasonably be expected to constitute, individually or in aggregate, a Company Material Adverse Effect, necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including taking all such further actions that would not reasonably be expected to constitute, individually or in aggregate, a Company Material Adverse Effect, 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 (each of the foregoing, an “Antitrust Authority”) may assert under any Regulatory Law with respect to the transactions contemplated by this Agreement, and, consistent with the foregoing, to avoid or eliminate each and every impediment under any Law that would reasonably be expected to be asserted by any Governmental Entity with respect to the Acquisition Transactions so as to maintain enable the Closing to occur as soon as reasonably possible (and preserve in any event no later than the benefits under End Date), including, without limitation (A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, trust or otherwise, the sale, divestiture or disposition of such assets or businesses of Cable Buyer, Metro Parent or any of their respective Subsidiaries or affiliates or of the Company or its Subsidiaries to the extent such actions would not reasonably be expected to have, individually or in the aggregate, a Company Material Contracts Adverse Effect, and (B) otherwise taking or committing to take actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect that after the Closing Date would limit the freedom of either Parent’s or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of their Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any 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, and (vi) 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, Cable Buyer, Metro Parent or Merger Sub, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Antitrust Authority, the FCC and/or State PUC with respect to such transactions. (c) As soon as practicable after the date hereof, but in no event later than twenty (20) business days after the date hereof, the Company, Cable Buyer, Metro Parent and Merger Sub shall prepare and submit to the Local Franchising Authorities FCC Form 394 transfer applications, or such other applications, notices and/or requests, as the parties reasonably agree are appropriate in order to obtain the LFA Approvals, and the Company, Cable Buyer, Metro Parent and Merger Sub shall cooperate with each other to provide any information required by such applications. (i) Each of the Company, Cable Buyer, Metro Parent and Merger Sub shall use their respective reasonable best efforts to obtain the LFA Approvals as expeditiously as possible. (ii) The Company, Cable Buyer, Metro Parent and Merger Sub shall cooperate fully with each other in obtaining the LFA Approvals, including by helping each other to arrange and facilitate negotiations with the applicable Local Franchising Authorities. (iii) None of the Company, Cable Buyer, Metro Parent or Merger Sub shall, without the prior written consent of the other parties hereto, (A) propose or agree to any amendments, conditions or modifications to the Franchises, (B) agree to any extension(s) of the 120-day period under the Communications Act for a Local Franchising Authority to act upon an LFA Approval application or (C) make any proposals or take other actions that would reasonably be expected to (x) adversely affect the likelihood that the LFA Approval will be granted or (y) delay the grant of any such LFA Approval beyond the 120-day period following submission of the FCC Form 394 transfer application. (iv) At the outset of any communications and/or discussions with any Local Franchising Authority and as reasonably appropriate throughout such communications and discussions, (A) each of Cable Buyer, Metro Parent and Merger Sub shall reiterate to such Local Franchising Authority the willingness and ability of Cable Buyer, Metro Parent and Merger Sub to accept and assume all of the obligations of such Franchise, without material amendment, modification or imposition of any additional material obligations or commitments and (B) each of the Company, Cable Buyer, Metro Parent and Merger Sub shall reiterate that it desires to secure the LFA Approval as expeditiously as possible, and in no event later than the end of the 120-day period following submission of the Form 394 transfer application and other required information to the applicable Local Franchising Authority. If, at any time, a Local Franchising Authority indicates that it will approve the transfer of a Franchise in such form as it exists as of the date hereof without amendment, modification or imposition of any additional obligations or commitments, then the Company, Cable Buyer, Metro Parent and Merger Sub shall agree to accept the transfer approval on such terms. (d) The Company, Cable Buyer, Metro Parent and Merger Sub shall permit counsel for the other parties hereto reasonable opportunity to review in advance, and consider in good faith the views of the other parties in connection with, any proposed written communication to any Governmental Entity. Each of the Company, Cable Buyer, Metro Parent and Merger Sub agrees, to the extent reasonably possible, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other parties hereto in advance and, to the extent not prohibited by such Governmental Entity, gives the other parties reasonable advance notice of such meeting or discussion and the opportunity to attend and participate therein. Upon receipt of prior notice thereof, each of the Company, Cable Buyer, Metro Parent and Merger Sub shall ensure that its appropriate officers and employees shall be available to attend, as the Company, Cable Buyer, Metro Parent, Merger Sub or the applicable Governmental Entity may reasonably request, any scheduled hearings or meetings in connection with obtaining any FCC Approvals, State PUC Approvals or LFA Approvals. Notwithstanding anything to the contrary in this Section 5.6, materials provided to the other party or its outside counsel may be redacted to remove any estimate of the valuation of the Company, its business or its capital stock, or the identities of other potential acquirers. 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 5.6 so as to preserve any applicable privilege. As soon as reasonably practicable following the date hereof, the Company, Cable Buyer, Metro Parent and Merger Sub shall negotiate in good faith the terms of, and enter into, a joint defense agreement regarding certain matters of common interest arising from the transactions contemplated by this Agreement. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company, Cable Buyer and Metro Parent shall cooperate in all respects with each other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. In addition Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to the foregoingterminate this Agreement pursuant to Section 7.1(b) or Section 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6. (f) Except as expressly contemplated by this Agreement, neither Solera Parent nor any Seller Party the Company shall, and each shall cause its respective affiliates not to, take any action, action (including any acquisition of businesses or fail assets) which would reasonably be expected to take any action, that is intended to have the effect of preventing, impairing, delaying prevent or otherwise adversely affecting delay the consummation of the Closing transactions contemplated by this Agreement due to the actions of any Antitrust Authority, State PUC or the ability FCC. Cable Buyer, Metro Parent and the Company acknowledge and agree that in the event that any affiliate of Cable Buyer, Metro Parent or the Company takes any such party action that it shall be deemed to fully perform its obligations under be a breach of this Agreement by Cable Buyer, Metro Parent or the Company, as appropriate. (g) For purposes of this Agreement. Notwithstanding anything to , “Regulatory Law” means the contrary herein, none Xxxxxxx Act of WCAS, WCAS SRS1890, the Company Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the Communications Act, and all other federal, state, local or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including without limitation (i) any of the Company’s Subsidiaries shall be required to pay any consent antitrust, competition or other similar fee, “profit sharing” trade regulation Laws that are designed or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications intended to (A) prohibit, restrict or waivers ‑18‑ ofregulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition or (B) protect the existing terms national security or the national economy of any Contractnation, and (ii) any Laws designed or intended to obtain regulate the consent, waiver or approval of any Person under any Contracttelecommunications and/or cable industries.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall each of Solera and the Seller Parties shall use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with such the other parties in doing, doing all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (bii) obtain all necessary actions from any Governmental Entities or any other third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent, Merger Sub or any of their respective Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Authorities performance of this Agreement and the consummation of the transactions contemplated hereby; provided, that in connection therewith, without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or its Subsidiaries will make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) promptly make all necessary registrationsregistrations and filings, declarations and filings thereafter make any other required submissions, with Governmental Authoritiesrespect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that are the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consult with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto, and giving the other party the opportunity to attend and participate in such meetings and conferences; (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (viii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement; . No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. For the avoidance of doubt, Parent, Merger Sub and the Company agree that nothing contained in this Section 6.10(a) shall modify or affect their respective rights and responsibilities under Section 6.10(b). The provisions of this Section 6.10(a) shall not apply to the matters described in Section 5.9 and Section 6.17. (cb) Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their reasonable best efforts to prepare, as promptly as practicable and within the applicable regulatory deadlines, any required merger notifications or obtain all necessary any government clearances or appropriate consentsapprovals required for Closing under the HSR Act and any other federal, waivers and approvals state or foreign Law designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition through merger or acquisition (collectively “Antitrust Laws”), to respond to any government requests for information under any Company Material Contracts in connection with this Agreement Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby so as by this Agreement under any Antitrust Law (an “Antitrust Order”). The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to maintain the other parties in advance, subject to applicable privileges including attorney-client and preserve attorney work product privileges, 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 Antitrust Law. Without limiting the benefits generality of the foregoing, neither the Parent, Merger Sub, nor any of its Affiliates (or any of their respective subsidiaries) nor (unless such action is conditioned upon the Closing) the Company or any of its Affiliates, shall, under such this Section 6.10(b), be required to (i) effect any sale, divestiture or disposition of existing or acquired assets or businesses, or (ii) take or agree to take any other action or agree to any limitation that (A) adversely affects any of the Parent’s, Merger Sub’s, the Company’s and any of its Subsidiaries’ or any of their Affiliates’ businesses, or (B) would have a materially adverse effect on any material benefit the Purchaser or the Company Material Contracts following the consummation of or its stockholders seek to receive from the transactions contemplated by this Agreement. In addition . (c) Notwithstanding anything in this Agreement to the foregoingcontrary, neither Solera Company, Parent, Merger Sub nor any Seller Party of their respective Affiliates shall take be under any action, or fail obligation to take any action, that is intended action under this Section 6.10(a) or (b) if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to have the effect of preventing, impairing, delaying seek a preliminary injunction or otherwise adversely affecting the restraining order to enjoin consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractMerger.

Reasonable Best Efforts. Upon (a) Each of the terms Company and subject to the conditions set forth in this AgreementParent shall, each of Solera and the Seller Parties shall cause its respective Subsidiaries to, use its all reasonable best efforts (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably actions necessary, proper or advisable under applicable Law to comply promptly with all legal requirements which may be imposed on such party or otherwise its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement as promptly as practicable and make effective(ii) 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 obtained by such party or any of its Subsidiaries in connection with the most expeditious manner practicable, Merger and the transactions contemplated by this Agreement, including using reasonable best efforts to: without limitation, the necessary approvals from the New Jersey Department of Banking and Insurance (a"DOBI") cause the conditions with respect to the Closing set forth in ARTICLE V acquisition of control of the Company by Parent and the other consents and approvals required under Sections 3.7 and 4.3; provided, however, that neither Parent nor any of its affiliates shall be obligated (i) to be satisfied; accept any approval of the acquisition of control by DOBI which does not also include (bas part of such approval or pursuant to a separate approval) obtain all necessary actions or authorization by DOBI that that the Surviving Corporation and its Subsidiaries may non-actionsrenew at least 7,000 of the homeowners policies in the DOBI New Jersey Wind Map zip codes as in effect on the date of this Agreement that the Company had in effect on December 31, waivers2007 (plus a number at least equal to the number of any additional such policies written by the Company since that date), consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary (ii) to consummate divest any of their respective assets or any of the transactions contemplated by assets being acquired under this Agreement; and , or (ciii) obtain all necessary or appropriate consents, waivers and approvals under to accept any Company Material Contracts condition imposed by any Governmental Entity that in connection with this Agreement and Parent's reasonable judgment would materially effect the consummation respective businesses of the transactions contemplated hereby so as to maintain and preserve Parent, any of its affiliates or the Surviving Corporation, or otherwise materially reduce the benefits under such Company Material Contracts following to Parent, any of its affiliates or the Surviving Corporation resulting from the consummation of the transactions contemplated by this Agreement. In addition to connection with the foregoing, neither Solera nor any Seller Party shall take any actionParent will use its reasonable best efforts to enlist unaffiliated third parties to provide coastal capacity for the affected non-renewed customers in the DOBI New Jersey Wind Map zip codes contemplated above. In addition, or fail the Company's directors and officers will cooperate and participate in Parent's efforts to take any actionobtain a rating confirmation; provided, however, that is intended this shall not be deemed to have be a requirement that an actual rating confirmation be obtained by Parent or the effect of preventing, impairing, delaying or otherwise adversely affecting Surviving Corporation. (b) Without limiting the consummation generality of the Closing or foregoing, Parent agrees that within 21 days from the ability date hereof, it will cause a completed submission of a draft Form A to be made to DOBI with respect to its acquisition of control of the Company (such party date of filing, the "Form A Submission Date"). Parent agrees that it shall respond to fully perform its obligations under all comments to such draft application, and requests for additional information in connection with such draft application, made by DOBI within 10 days after receipt thereof. Parent shall keep the Company apprised of the status of all applications to, and proceedings before, Governmental Entities in connection with the transactions contemplated by this Agreement and the Company shall reasonably cooperate in the preparation of the Form A application. Parent shall provide to the Company copies of all filings to Governmental Entities in connection with the transactions contemplated by this Agreement and Parent shall keep the Company apprised of all discussions and the outcomes thereof between Parent and any Governmental Entity in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties parties hereto shall use its reasonable best efforts to take, or to cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or to cause to be done, and to assist and to cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby, including using reasonable best efforts to accomplish the following, (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, 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, clearance, 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, or participation in other discussions or negotiations with, third parties and cooperating with the other party to obtain any consents or waivers reasonably requested by such other party in connection with the consummation of the Merger and the other transactions contemplated hereby, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby and (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby; 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, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Merger under any Contract and neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration in connection with obtaining any consent without the prior written consent of Parent. (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 ten Business Days after the date hereof, file any and all Notification and Report Forms required under the HSR Act with respect to the Merger and the other transactions contemplated hereby, and use reasonable best efforts to cause the expiration or termination of any applicable waiting periods 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, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from any 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 obtaining all such consents, permits, authorizations or approvals, (iii) supply to any Governmental Entity as promptly as reasonably practicable any additional information or documentary material that may be requested pursuant to any Regulatory Law or by such Governmental Entity, and (iv) use reasonable best efforts to take, or cause to be taken, all actions, other actions and to do, or cause to be done, and to assist and cooperate with such all other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effectiveeffective the Merger, the Financing and the other transactions contemplated hereby, including using reasonable best efforts to (A) take 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 any Regulatory Law with respect to the Merger and the other transactions contemplated hereby, and (B) avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur 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 any assets or businesses of Parent or its Subsidiaries or Affiliates or of the Company or its Subsidiaries and (y) otherwise taking or committing to take any actions that after the Closing would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or Affiliates’ businesses, product lines or assets, in each case as may be required in order to avoid the most expeditious manner practicableentry 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 or delaying the Closing beyond the End Date; provided that, neither the Company nor any of its Subsidiaries shall, nor shall Parent or any of its Subsidiaries or Affiliates be obligated to, become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or Affiliates, as the case may be, unless such requirement, condition, understanding, agreement or order is binding on the Company or Parent, its Subsidiaries or Affiliates, respectively, only in the event that the Closing occurs; provided further, however, that in no event shall any member or other holder of interests in Parent, or any Affiliate or any member of Parent, be required to take any action with respect to any portfolio company or agree to undertake any divestiture or restrict its conduct with regard to any business other than the business of the Company and its Subsidiaries. (c) Subject to applicable legal limitations and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated by this Agreement, including using promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries or Affiliates, from any third party and/or any Governmental Entity with respect to such Merger or transactions. The Company and Parent shall permit counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. To the extent practicable under the circumstances, each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.05, 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 or any other transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all reasonable respects with each other and shall use its respective reasonable best efforts to: (a) cause the conditions to the Closing set forth in ARTICLE V contest and resist any such action or proceeding and to be satisfied; (b) obtain all necessary actions have vacated, lifted, reversed or non-actionsoverturned any decree, waiversjudgment, consentsinjunction or other order, approvalswhether temporary, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authoritiespreliminary or permanent, that are necessary to consummate is in effect and that prohibits, prevents or restricts consummation of the Merger or any other transaction contemplated hereby. (e) For purposes of this Agreement, “Regulatory Law” means any and all state, federal and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws requiring notice to, filings with, or the consent, clearance or approval of, any Governmental Entity, or that otherwise may cause any restriction, in connection with the Merger and the transactions contemplated by this Agreement; thereby, including (i) the Sxxxxxx Act of 1890, the Cxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and (c) obtain all necessary other Laws that are designed or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have prohibit, restrict or regulate actions having the purpose or effect of preventingmonopolization or restraint of trade or lessening competition through merger or acquisition, impairing, delaying (ii) any Law governing the direct or otherwise adversely affecting the consummation indirect ownership or control of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s operations or assets of the Company and its Subsidiaries shall be required to pay or (iii) any consent Law with the purpose of protecting the national security or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms national economy of any Contract) to obtain the consent, waiver or approval of any Person under any Contractnation.

Reasonable Best Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall parties agrees 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 such the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts toincluding: (ai) cause the conditions to the Closing set forth in ARTICLE V to be satisfied; (b) obtain obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authorities Entities and make the making of all necessary registrations, declarations registrations and filings (including filings with Governmental AuthoritiesEntities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, that are or to avoid or vigorously defend an action or proceeding by, any Governmental Entity (including those in connection with the HSR Act and State Takeover Approvals), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Stock Option Agreement or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with . No party to this Agreement and shall consent to any voluntary delay of the consummation of the transactions contemplated hereby so as to maintain and preserve Merger at the benefits under such Company Material Contracts following behest of any Governmental Entity without the consummation consent of the transactions contemplated by other parties to this Agreement, which consent shall not be unreasonably withheld. In addition addition, the Company shall use its best efforts to obtain the waiver, cancellation or voluntary termination of the registration rights listed on Schedule 3.2(b) prior to the foregoing, neither Solera nor any Seller Party Closing by the holders thereof to the extent that they would otherwise be outstanding after the Merger. (b) Each party shall use all reasonable best efforts to not take any action, or fail enter into any transaction, which would cause any of its representations or warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (c) Each party shall use all reasonable best efforts to refrain from taking any action or failing to take any action, that is intended which action or failure to have act would cause, or would be reasonably likely to cause, the effect Merger to fail to qualify as a reorganization within the meaning of preventing, impairing, delaying or otherwise adversely affecting the consummation Section 368(a) of the Closing or the ability of such party to fully perform its obligations under this Agreement. Code. (d) Notwithstanding anything to the contrary hereincontained in this Agreement, none in connection with any filing or submission required or action to be taken by either Parent or the Company to effect the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of WCASits Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, WCAS SRSor its ability to retain, the Company or any of the Company’s Subsidiaries shall be required to pay any consent businesses, product lines or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments assets of Parent or any amendments, supplements of its Subsidiaries or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any Contractthat otherwise would have a Material Adverse Effect on Parent.

Reasonable Best Efforts. Upon (a) Subject to the terms and conditions of this Agreement, but subject to the conditions set forth obligation to act in this Agreementgood faith, and subject at all times to the Company’s and its directors’ right and duty to act in a manner consistent with their fiduciary duties as they are advised by outside legal counsel, each of Solera and the Seller Parties shall party hereto 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 such other parties in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Merger and to cause to be satisfied all conditions precedent to its obligations under this Agreement, in each case as soon as practicable, after the date hereof, including, consistent with the foregoing, (i) preparing and filing as promptly as practicable with the objective of being in a position to consummate the Merger as promptly as practicable following the date of the Company Stockholders’ Meeting, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and 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 contemplated by this Agreement (collectively, the “Required Approvals”), and (ii) using its reasonable best efforts to obtain the Required Approvals. (b) Each of Parent and the Company shall use its reasonable best efforts to cooperate in all respects with each other in connection with any filing or submission to or any investigation or proceeding by the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity. Neither Parent nor the Company shall make any such filing or submission to or respond to any such investigation or proceeding by the FTC, the DOJ or any other Governmental Entity, or otherwise approach any such Governmental Entity with respect to this Agreement (including the schedules and exhibits hereto) or the transactions contemplated hereby, without the prior written consent of the other party, except as may be required by applicable Law or otherwise by obligations pursuant to consummate any rule or regulation of Nasdaq or other similar exchange. (c) Each of Parent and make effectivethe Company shall, in connection with the most expeditious manner practicableefforts referenced in Section 6.3(a) to obtain all Required Approvals, use its reasonable best efforts to (i) subject to applicable Law, permit the other party to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or material oral communication (or other correspondence or memoranda) between it and any Governmental Entity, and (ii) promptly inform each other of and supply to such other party any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the transactions DOJ, the FTC or any other Governmental Entity, in each case regarding the Merger contemplated hereby. Parent and the Company shall be permitted to pay all assignment, assumption and similar fees and expenses necessary to obtain the Required Approvals. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.3, if any objections are asserted with respect to the Merger contemplated hereby under any antitrust or competition Law, each of Parent and the Company agrees to use its reasonable best efforts (which under no circumstances shall involve divesting of material assets) to resolve any antitrust concerns, federal, state, foreign or private, obtain all Required Approvals and obtain termination of the waiting period under the HSR Act or any other applicable Law and the termination of any outstanding judicial or administrative orders prohibiting the Closing so as to permit consummation of the Merger as soon as practicable. In furtherance and not in limitation thereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law or regulation, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Merger illegal or would otherwise prohibit or materially impair or delay the consummation the Merger, the parties shall cooperate in all reasonable respects in responding thereto, and each shall use its respective reasonable best efforts to contest, resist and/or attempt to resolve any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger contemplated by this Agreement, including using reasonable best efforts to: (a) cause the conditions and to the Closing set forth in ARTICLE V have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to be satisfied; (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the permit consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or any of the Company’s Subsidiaries shall be required to pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractMerger.

Reasonable Best Efforts. Upon (a) Each of the terms and subject parties hereto (other than the Stockholder Representative) agrees to the conditions set forth in this Agreement, each of Solera and the Seller Parties shall use its reasonable best efforts efforts, and to cooperate with each other party hereto, to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with such other parties in doing, all things reasonably necessary, proper appropriate or advisable under applicable Law or otherwise desirable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (a) cause the satisfaction of the respective conditions to the Closing set forth in ARTICLE V Article VI, and including to execute and deliver such other instruments and do and perform such other acts and things as may be satisfied; necessary or reasonably desirable for effecting completely the consummation of the Merger and the other transactions contemplated by this Agreement. (b) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and The parties (other than the Stockholder Representative) shall make all filings and notifications and other submissions with respect to this Agreement and the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations (the “HSR Act”) and any other applicable antitrust Laws and, in any event, shall each file the Notification and Report Form under the HSR Act, if required, no more than three (3) Business Days after the Agreement Date. The parties agree to request at the time of filing early termination of the applicable waiting period under the HSR Act. To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity regarding the transactions contemplated by this Agreement (and if in writing, furnish the other party with a copy of such communication). If the Company or Parent or any affiliate thereof shall receive any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Without limiting the generality or effect of Section 6.9(a), to the extent permitted by applicable Law and except as may be prohibited by any Governmental Entity, the parties hereto (other than the Stockholder Representative) shall (i) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any Governmental Entity relating to the transaction contemplated by this Agreement; (ii) not participate in any substantive meeting or conference, or have any substantive communication with, any Governmental Entity unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Entity, gives the other the opportunity to attend and participate therein; (iii) furnish the other party’s outside legal counsel with copies of all filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated hereby; provided that such material (A) may be redacted as necessary registrations(1) to comply with contractual arrangements, declarations (2) to address legal privilege concerns, or (3) to remove references concerning the valuation of the parties or (B) designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside economic consultants to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials; and (iv) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Governmental Entity. All filing fees in connection with filings required by the HSR Act shall be borne by the acquiring person, as defined by 16 C.F.R. § 801.2. The Company and Parent shall each bear its own legal fees and expenses in connection with Governmental Authoritiescompliance with this Section 6.9. (c) Notwithstanding the foregoing, nothing in this Section 6.9 or otherwise in this Agreement shall require Parent: (i) to take any action that are necessary would prohibit or limit in any respect, or place any conditions on, the ownership or operation by Parent of any portion of the business, assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of Parent or any of its Affiliates (including the Company), or compel Parent to consummate divest, dispose of, hold separate or license any portion of the business, assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of Parent or any of its Affiliates (including the Company); (ii) to propose or agree to or effect any divestiture or hold separate any business or assets; or (iii) to commence, contest, or defend any Legal Proceeding relating to the transactions contemplated by this Agreement; and (c) obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Solera nor any Seller Party shall take any action, or fail to take any action, provided that is intended to have the effect of preventing, impairing, delaying or otherwise adversely affecting the consummation of the Closing or the ability of such party to fully perform its obligations under this Agreement. Notwithstanding anything to the contrary herein, none of WCAS, WCAS SRS, the Company or shall not take any of the Company’s Subsidiaries shall be required to pay any foregoing actions without the prior written consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ‑18‑ of) the existing terms of any Contract) to obtain the consent, waiver or approval of any Person under any ContractParent.